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Spider Man - Movie-Page.com

VIEWS: 11 PAGES: 100

									                            "SPIDER-MAN"

                                 by

                            David Koepp

                   Based on Characters Created by

                      Stan Lee and Steve Ditko


FADE IN:


EXT.   A BACK ALLEY - DAY

The screen is filled by the face of PETER PARKER, a seventeen year
old boy. High school must not be any fun for Peter, he's one
hundred percent nerd- skinny, zitty, glasses. His face is just
frozen there, a cringing expression on it, which strikes us odd
until we realize the image is freeze framed.

                         PETER (V.O.)
             Look, I'm going to warn you right
             up front. If somebody told you
             this was a happy story, if
             somebody said I was just your
             average, ordinary seventeen year
             old, not a care in the world...

The image un-freezes. A FIST, at the end of a right hook, comes
into frame and punches poor Peter. His head snaps back and bounces
forward, his eyes roll.

                         PETER (V.O.) (cont'd)
             ...somebody lied.

The image freezes again, Peter's glasses dangling from one ear.

                         PETER (V.O.) (cont'd)
             That's me. Peter Parker. A.K.A.
             Spider-Man, but not yet. Gotta go
             through some ritual humiliation
             first. All right, I didn't want
             you to see me like this, but we
             might as well get it over with.

The image unfreezes again, another fist comes into frame, this one
a left cross. It CRUNCHES into Peter's nose and he crumples to the
pavement in this alley in the city.

THREE HIGH SCHOOL PUNKS commence pounding the crap out of him.
FLASH THOMPSON is the leader, he's seventeen, good-looking, body
of a twenty-eight year old.

                         FLASH
             You do NOT talk to her! How many
             times I gotta tell you that? Do you
            listen when I talk? Hey! I asked
            you a question! Do you LISTEN when
            I'm talking to you?!

                        PETER
            Huh? Sorry, I wasn't listening.

This enrages Flash; he punches Peter in the ribs. Peter groans in
pain.

                        FLASH
            Next time you're gonna pay, puny
            Parker, you are gonna pay.

Peter spits out some blood.

                        PETER
            Will a credit card be okay?

The other two Punks laugh, they find Peter kind of amusing. This
upsets Flash even more, he picks up a garbage can and is about to
bring it down on Peter's head when a voice from behind stops him.

                        M.J.
            What kind of man-

They turn. A girl stands in the entrance to the alley- MARY JANE
WATSON, seventeen, painfully sexy already, with a knowledge and
sadness in her eyes that are way beyond her years.

                        M.J. (cont'd)
            -picks on a helpless little dweeb?

                        PETER
            Look, I know you mean that in a
            good way...

Flash raises the trash can again.

                        M.J.
            Leave him alone, Flash.

Frustrated, Flash upends the trash can, dumping its contents on
Peter's head and tossing it aside. He and the other Punks head for
the mouth of the alley, leaving Peter behind, covered in garbage,
humiliated. M.J. lingers, for a moment it's just the two of them
in the alley.

                           PETER
            Thanks, M.J.

She squints at him. Have we met? He gets up and follows her out of
the alley.

                           PETER (cont'd)
            Next door...

                           M.J.
            Huh?

                           PETER
             That's what I was trying to say on
             the bus, I live right next door to
             you. And I'm in your biology class.

They round a corner out of the alley, and we see-

EXT.   COLUMBIA UNIVERSITY - DAY

-they're in Manhattan, in front of an impressive old building on
the Columbia campus. A yellow school bus is parked at the curb; a
bunch of HIGH SCHOOL STUDENTS scurry like insects up the marble
steps. A stressed out TEACHER with a clipboard is next to the bus.

                         TEACHER
             People, please, no wandering! If
             you are a Midtown High School
             student on the field trip, I need
             you in the building now!

                         PETER
                   (to M.J.)
             This class. Our class.
                   (no recognition)
             I'm Peter.

                         M.J.
                   (I've never seen you before
                   in my life)
             Oh yeah! Well, you better get away
             from me. Flash has a real temper,
             and I might not be there to save
             your butt next time.

                         PETER
             I was doing fine.

She reaches out, wipes a bit of blood from his lower lip. Slowly.
She smiles.

                         M.J.
             Sure you were, Tiger.

She disappears into the crowd. Peter sighs, and sits at the edge
of a fountain, starts cleaning himself off. He watches her walk
away. She owns his heart. Ours too.

We go with M.J. as she heads into the building. She passes a Town
Car with tinted windows that's parked at the curb. She stares,
sighs to herself, a heartsick look on her face. Whoever's inside,
he owns her heart.

INSIDE THE TOWN CAR,

HARRY OSBORN, seventeen, sits in the back seat, next to NORMAN
OSBORN, fiftyish. Harry has already inherited a lot from his
father- a receding hairline, some disquieting facial tics, and,
presumably, a fortune. Norman stares out the window, shaking his
head.

                         HARRY
             Anything wrong, Dad? You hardly
            said a word all the way from the
            house.

                        OSBORN
            You'll have to get dinner yourself
            tonight, I need to work.

                        HARRY
            They say if you talk about something
            that worries you, you take away its
            power.

                        OSBORN
            I was under the impression you asked
            me to give you a lift, not deliver a
            speech on the way.

                           HARRY
                     (stung)
            Sorry.

Norman looks at him, something very definitely on his mind. He
glances up, notices the DRIVER's eyes in the rear view mirror as
they dart away from him.

                        OSBORN
            John? Would you mind?

                        DRIVER
            Not at all, sir.

ON THE STREET,

A few students notice the Driver as he gets out of the Town Car,
closes the door, and stands beside it, hands clasped in front of
him.

                        STUDENT
            Osborn. Gotta be Osborn.

IN THE TOWN CAR,

Norman turns to his son.

                        OSBORN
            I don't appreciate the amateur
            psychoanalysis. Maybe you should
            stop seeing Dr. Hirsch, you're
            starting to think you've got his
            degree.

                        HARRY
            Is it the company? If there's a
            problem, you could tell me about
            it. Is there?

                        OSBORN
            Considering OsCorp's market
            capitalization just exceeded the
            gross national product of Spain,
            the answer to your question is no,
             there's nothing wrong at the
             company.

                          HARRY
             Then what?

                         OSBORN
             How many private academies have you
             been kicked out of?
                   (Harry looks away)
             Has it sunk in for you that you're
             now attending a public school? Are
             you aware of the ramifications of
             that?

                         HARRY
                   (feebly)
             I like it better.

                         OSBORN
             One day you will inherit OsCorp.
             One day you will run my company. My
             grandfather's company. Since you
             asked, Harry, that's what worries me.
             In fact, it terrifies me.

Harry mumbles something inaudible, humiliated.

                         OSBORN (cont'd)
             You may have been given the name
             Osborn, but you haven't earned it.

ON THE STREET,

A rear door SLAMS and the Town Car pulls away fast, leaving Harry
on the curb. The first thing he sees is Peter Parker, who has
finished cleaning himself up at the fountain and is looking at the
Town Car enviously- wow, a chauffeured ride.

                         HARRY
             What are you looking at?

He turns and stalks up the steps of the building. Peter sighs.
Rough morning.

                         TOUR GUIDE (O.S.)
             There are more than 32,000 species
             of spider in the world.

INT.   COLUMBIA GENETIC RESEARCH INSTITUTE - DAY

Thirty-odd students are lead around a cavernous laboratory by a
TOUR GUIDE. They pass a number of large spider exhibits.

                         TOUR GUIDE
             They are in the order Aranae, which
             is divided into three sub-orders-
             Mesothelea, Orthognatha, and
             Labidognatha. All spiders are
             carnivorous, ravenous eaters who
             feed on massive quantities of
            protein, in liquid form, usually the
            juices of their prey. Arachnids from
            each of the three groups possess
            varying strengths which help them in
            their constant search for food.

Peter, who wears a 35MM camera around his neck, keeps his eye on
M.J. She's with Flash Thompson again, his arm draped possessively
over her shoulder. Peter winces and turns away, back to the tour.
Hurts to look.

The Guide points out a specific group of spiders in a glass-walled
tank.

                        TOUR GUIDE (cont'd)
            For example, the jumping spider-
            family Salticidae, genus Salticus-
            can leap up to forty times its body
            length, thanks to a proportionate
            muscle strength vastly greater than
            that of a human being.

Peter is fascinated- the Guide moves to the next tank.

                        TOUR GUIDE (cont'd)
            The funnel web spider, family
            Hexathelidae, genus Atrax- one of
            the deadliest spiders in the world,
            spins an intricate, funnel-shaped
            web whose strands have a tensile
            strength proportionately equal to
            the type of high-tension wire used
            in bridge building.

M.J. peers closely at the funnel web spider, a big, black, nasty-
looking brute. Her eyes shine, she's strangely attracted to it, a
touch of the Goth in her.

                        M.J.
            I love spiders.

                        FLASH
                  (shudders)
            I step on them.

                        TOUR GUIDE
            The crab spider- family Thomisidae,
            genus Misumena- spins no web to
            catch its prey, but hunts instead,
            using a set of reflexes with nerve
            conduction velocities so fast some
            researchers believe it almost
            borders on precognition, an early
            awareness of danger, a "spider
            sense."

Peter catches the eye of the Tour Guide and gestures to his
camera- okay to take a few pictures?

                        PETER
            For the school paper?
The Tour Guide nods. A few STUDENTS around Peter roll their eyes,
one or two mutter "Geez." Peter ignores them, raises the camera to
take a picture. Behind him, a POPULAR KID bumps his elbow on
purpose, ruins the picture. Other kids laugh.

Peter raises the camera again, gets bumped again. He turns around,
gives a glare. The Popular Kid steps forward, threatening. A VOICE
mutters from nearby.

                          HARRY
              Leave him alone.

The Popular Kid turns, sees Harry Osborn staring at him in a
slouchy sorta way.

                           POPULAR KID
              Or what?

                          HARRY
              Or my father will fire your father.

The Popular Kid blinks, looks at Harry, who stares, hyper-
confident. The Popular Kid backs off, WHISPERS to a friend- can he
do that?

Peter looks at Harry gratefully.

                          HARRY (cont'd)
              Owed you one, Parker. Sorry about
              before.

Hey, Harry's not so bad.

They reach the center of the rotunda floor, where RESEARCHERS and
TECHNICIANS work at benches and computers surrounding a large
electron microscope that is the lab's centerpiece. Large video
screens around the room display giant images of the microscope's
area of scrutiny- spider DNA.

The Tour Guide continues, the speech growing intense.

                          TOUR GUIDE
              Over five painstaking years,
              Columbia's genetic research facility
              has fully mapped the genetic codes
              of each of these spiders.

UP ABOVE THEM,

In the high arch of the rotunda, a spider has spun a magnificent
web that glistens in the light. The spider sits at the center of
it. Waiting. Feeling for the vibrations of an unlucky visitor.

                          TOUR GUIDE (O.S.)
              Armed with these DNA blueprints,
              we have now begun what was once
              thought impossible- inter-species
              genetic transmutation.

DOWN BELOW,
The group is led toward a set of sealed glass doors to another
laboratory. The Tour Guide leads the group over.

                        TOUR GUIDE
            This is the Recombination Lab,
            where we use synthesized
            transfer-RNA to encode an entirely
            new genome, combining genetic
            information from all three spiders
            into these ten genetically-designed
            super-spiders, the first mankind
            has ever produced.

The class surges forward to check it out. Ten very creepy looking
mutant spiders crawl about in a glass tank right in front of their
eyes.

                        M.J.
                  (wide-eyed, loving it)
            Disgusting.

                        TOUR GUIDE
            Just imagine- if one day we can
            isolate the strengths, powers and
            immunities in human beings and
            transfer that DNA code among
            ourselves. All known disease
            could be wiped out. Of course,
            we're nowhere near ready to start
            experimenting with humans, nor do
            we know that we ever should. So
            for the moment we're concentrating
            on these ten spiders. Any questions?

                         PETER
            Nine.

                        TOUR GUIDE
            I beg your pardon?

                        PETER
            I only count nine spiders.

                        TOUR GUIDE
            No, there's ten. Aren't there?

As he and the others turn their attention to the tank and start
counting the spiders, we drift up to the ceiling.

UP IN THE ROTUND ARCH,

There is an air vent that leads out of the sealed lab area and
feeds into the rotunda. The vent has a space between its bars just
big enough for a spider to crawl through.

And right next to the air vent is the spider's web, the one we saw
before. The mutant spider is on the move, crawling across its web
toward a fly that has been caught at the edge.
The spider fingers its way steadily across its web. Then, with a
blindingly fast move, it pounces. The hairy beast surrounds the
struggling fly, engulfs... and devours it.

DOWN BELOW,

The tour group has given up on the mystery of the missing spider
and is following the Tour Guide, who's heading off for the next
part of the lab. M.J. lingers behind for a moment, by herself, and
Peter swallows. He may never get another chance like this.

                          PETER
              Can I take your picture? I need one
              with a student in it.

She hides a smile. She loves the camera.

                          PETER (cont'd)
              Right there, this is good.

He raises the camera as she poses in front of the glass.

Above him, a thin vertical line of spiderweb glistens in the
light. At the end of it, the spider dangles, dropping from its
web, gliding down toward the floor below.

Unaware, Peter keeps snapping pictures.

                          PETER (cont'd)
              You're photogenic.

                          M.J.
              That's what my agent tells me.

This girl is out of his league.

Above, the spider continues to drop, straight down toward Peter's
right hand, which he's using to click the shutter and wind the
film advance.

Peter clicks off another shot. The spider draws closer, headed for
the spot between Peter's thumb and forefinger. Its hairy legs come
in for a landing on Peter's pink flesh and-

                            PETER
              Ow!!!

He shakes his hand, hard, to flip the spider off of him. The
spider flies off and lands on the floor.

From across the room, Flash bellows for M.J.

                            M.J.
              I gotta go.

She hurries away, tossing a moderately concerned look over her
shoulder.

                            M.J. (cont'd)
              You okay?
But she doesn't stick around for an answer.

Peter looks at his hand. There are two tiny red marks where the
spider sank its fangs into his skin. Peter bends down, looks at
the spider on the floor.

It's dead.

On the huge electron microscope display screens, swirling strands
of DNA molecules combine, detach, and recombine.

                                                   CUT TO:

EXT.   GENETIC RESEARCH INSTITUTE - NIGHT

Night has fallen, and the city has a different character, more
ominous, sirens WAILING nearby. The group of students comes out of
the Columbia building and pours down the stairs toward the waiting
bus.

Peter straggles along at the rear of the group. He stumbles and
puts a hand to his head. Feeling strange.

INT.   BUS - NIGHT

The bus rolls through the city. In the very back seat, M.J. is
making out with Flash. A few raucous rows up, Peter is alone,
covered in sweat and pale as a ghost.

Rubbing his hand, he notices it has turned red and blotchy where
the spider bit him. He touches his wrists gently- they seem to
cause him great pain. What the hell?

                                                   CUT TO:

INT.   PARKER HOUSE - LIVING ROOM - NIGHT

On TV, professional wrestlers go at it. BEN PARKER, a kindly man
in his early sixties, watches from a Barcolounger in the living
room of a modest two-story home. On the television, an ANNOUNCER
is terribly excited.

                         ANNOUNCER (O.S.)
             -three thousand dollars, one
             thousand per minute in the ring,
             payable ONLY if you survive the
             full one hundred and eighty
             seconds!

The front door opens and Peter staggers in.

                         UNCLE BEN
             Hey, Pete. Take a look at the act
             this joker cooked up. Calls himself
             Bone Saw McGraw.

                         PETER
             ...don't feel well...

                         UNCLE BEN
             What?
MAY PARKER, a frail woman the same age as Ben, appears in the
doorway from the kitchen. Both of them seem way too old to be
Peter's parents.

                         AUNT MAY
             Hello, dear, how was the field
             trip. I saved a nice plate for you
             in the oven, we had pot roast with-

                         PETER
                   (heading upstairs)
             ...not hungry...

                         AUNT MAY
             Where are you going?

                         PETER
             ...gotta sleep... everything's
             fine...

His bedroom door SLAMS.

                         AUNT MAY
             Is he alright? Does he have the flu?

                         UNCLE BEN
                   (waves it off)
             He's seventeen.

                         AUNT MAY
             He's depressed.

                         UNCLE BEN
             He's seventeen.

She heads for the stairs, but Uncle Ben takes her arm and stops
her gently.

                         UNCLE BEN (cont'd)
             Don't hover, May. He'll let us know
             if he needs help.

INT.   PETER'S BEDROOM - NIGHT

Peter drops to his knees in his bedroom and clutches his abdomen
in pain.

                         PETER
                   (gasping)
             Help.....

He falls to the floor, writhing in agony. He looks at the hand the
spider bit, which is now completely red and swollen. He touches
his wrists again, but yanks his fingers away. They are intensely
sensitive.

Now drenched in sweat, he begins to shake uncontrollably with
chills. He manages to paw one hand up to the bed, rip the blanket
and sheets off it, and drags them down over him. He huddles under
them, trembling violently, face pale, eyes black and sunken, teeth
chattering.

Suddenly, his eyes roll up into the back of his head and he passes
out. Under the lids, his eyes flicker rapidly.

IN PETER'S DREAM STATE,

Geometric shapes tumble toward us, rectangles, hexagons, octagons,
dodecagons, all merging, blending, making sense, like a way cool
3-D spider Screen Saver.

The geometric shapes suddenly align themselves and flatten out, we
realize we're at the center of a spider's web, first person point
of view. We glide slowly over the web, toward an insect caught at
the edge of it.

A pair of fangs comes into our field of vision, our fangs, they
sink deep into the thorax of the helpless fly, glowing green goo
oozes out around the puncture, the image is terrifying and, with a
SCREAM we

                                                  CUT TO:

INT.   PETER'S BEDROOM - DAY

Peter wakes up, morning sunlight streaming through his window. He
blinks a few times, horrified by his dream. He hasn't moved from
the position he collapsed into on the floor. But as he orients
himself, he seems to feel better. Carefully he stretches his legs,
takes a few deep breaths.

Definitely feels better. Relieved, he throws aside the blanket and
sheets-

-and GASPS. A sticky white mass is all over him and the sheets,
some kind of silky substance. Grossed out, Peter struggles to peel
the sheets off and free himself from the gluey strands. As he
raises his arms, he notices that the stuff's tendrils lead up to
the undersides of his wrists.

He examines his wrists. They're oozing a pearly white fluid from
almost invisible slits about a quarter of an inch long. The slits
are puffy, great pressure on the skin from inside. He pushes on
the skin next to one of the slits, to relieve the pressure. A dark
shape, the size and color of a rose thorn, emerges from beneath
the skin and shoots a jet of liquid silk into his face.

Peter SCREAMS at the top of his lungs and paws the stuff out of
his face. He holds the other wrist, away from his body this time,
and tries again. The same thing happens again, but this time the
silk shoots up to the ceiling- and sticks there.

There is a KNOCK on the door.

                         AUNT MAY (O.S.)
             Peter? Are you alright?

                          PETER
             Fine! I'm fine. Just having... had
             a bad dream.
                           AUNT MAY (O.S.)
               You must be starving, you ran right
               past your dinner last night, so I
               made an enormous breakfast. How's
               your flu? Any better this morning?

He staggers to his feet, trailing strands of webbing all over the
floor.

                           AUNT MAY (O.S.) (cont'd)
               Peter? Any change?

                           PETER
               Change! Yes! Big... change!

INT.   BATHROOM - DAY

Peter comes into the bathroom and turns on the shower. He strips
off his tee-shirt and does a double-take in the mirror.

His chest, so underdeveloped yesterday, is now that of a Greek
god. Nothing overdone, not a body builder's chest, but a perfect
one. He checks out his arms, his calves, his thighs. Incredible.
Puny Parker no more.

He studies himself in the mirror. Notices something else
different.

                           PETER
               Hey.

He picks up his glasses from the counter top and puts them on. He
squints, everything's fuzzy now. He takes them off and it's 20/20.
He tries once more- on, off. He can see.

IN A CORNER,

Peter's glasses land in the trash can.

                                                      CUT TO:

INT.   KITCHEN - DAY

The front door of the refrigerator is yanked open, hard, and Peter
starts rummaging through the stuff inside, mumbling to himself.

                           PETER
               "...massive quantities of protein...
               natural juices of their prey..."

Aunt May and Uncle Ben look at each other, then back at him.

                           AUNT MAY
               Everything okay?

Peter turns, gnawing on a piece of meat loaf.

                           PETER
               Uh huh.
                         UNCLE BEN
             Something you want to tell us?

Peter stops chewing for a second, thinks. How exactly do you word
this? Answer- you don't.

                         PETER
             Nope!

                                                 CUT TO:

EXT.   STREET - DAY

Peter walks to his bus stop, ravenously eating a chunk of leftover
steak. He sees M.J., walking down the other side of the street.

                         PETER
             Talk to her, talk to her, talk to
             her, talk to her...

Feeling emboldened today, he raises a hand and waves.

                         PETER (cont'd)
             Hi!

She smiles, waves back. She stops and says something, but a car
driving between them makes it impossible to hear. He cups a hand
to his ear, can't hear you. She says it louder, still can't hear
her. Curious, Peter steps off the curb-

and into the path of a speeding delivery truck. The horn WAILS.
M.J. SCREAMS. Peter looks up, the truck's grill is right on top of
him and bearing down fast, there's no way he will avoid being hit,
unless of course he jumps.

So he jumps. Twenty feet, straight up into the air. He lands on a
building, but on the side of the building, and clings to it by his
hands and feet, held there as if by suction cups.

                         PETER (cont'd)
             HAH?!

DOWN ON THE STREET,

M.J. stares in horror as the truck clears her line of vision.
Peter has vanished.

She looks down the street, as the truck slows and turns a corner.
No body stuck to the grill. And no thud, either. That's weird.

Another HORN jars her from her reveries. It's Flash and his
Cronies, come to give her a ride to school in a very expensive
car. She climbs in the back and it pulls away, leaving her still
staring out the back window, puzzled.

ON THE SIDE OF THE BUILDING,

Peter clings, terrified, looking down at the ground far below. He
pulls one hand off the side of the building gingerly, to reach up,
for the roof. But he loses his traction and drops, plummeting
straight toward the ground.
Where he lands with catlike grace.

                           PETER
               Damn!

He looks around him. Nobody's watching, so he tries it again,
bending his knees this time. He jumps, soars, straight up into the
air-

EXT.     BUILDING ROOF - DAY

-and lands on the roof of the three story building. Teetering for
balance, he reaches out and grabs hold of a drainpipe-

-and the metal CRUSHES under his grip. He laughs, giddy, thrilled
beyond belief. He grabs another pipe, this one galvanized steel,
and squeezes it with the other hand. Same result.

Completely freaked out, Peter walks to the edge of the building
and looks down, then across at the even taller building across the
alley.

He looks at his wrists again. He raises his right arm and extends
it toward the building, tries to get the goop to spray out. But it
doesn't come. He makes a fist. Nothing. He closes his thumb and
little finger together. Nothing. He rotates his hand so the palm
faces up, extends all five fingers, and brings his ring and middle
fingers toward his palm, together.

THWIP!

A single strand of webbing shoots out from his wrist, straight up.
Peter frowns, tries to direct it more. This time it goes off in an
arch to the left.

                           PETER
               Hard to aim...

One more try. This time the webbing flies across the alley and
sticks to the side of the other building.

Peter tugs on it. It's tough. He pulls harder. Can't break it. He
wraps both hands around it and yanks as hard as he can. He doesn't
break the webbing, what he does is pull himself right off the roof
of the building.

Peter SCREAMS as he sails through the air, but he keeps his grip
on the web, and the result is that he swings across the alley and
lands on the wall of the building opposite, clinging there with
his hands and feet.

He turns, almost instinctively, crawls head first down the side of
the building, and lands on his feet in the alley.

He turns and looks around. Nobody saw him. He laughs. Stops.
Freaks out.

                           PETER (cont'd)
               Oh boy.
                                                   CUT TO:

INT.   MIDTOWN HIGH - CORRIDOR - DAY

CLOSE ON Peter's shirtsleeves, which he has pulled down as far as
he can to cover his wrists. In fact, he's clutching them with his
fingers to keep them down, not taking any chances as he walks down
a crowded high school corridor.

He reaches his locker and starts dialing a combination. Suddenly
his brow furrows, he puts a hand on the back of his neck.

                         PETER
             Weird sense... danger...

We follow his hand and draw close to the back of his neck, very
close, so close that we can see the very hairs on the back of his
neck as they stand up!

Reflexively, he whips around in defense posture, in time to see a
FIST that's headed straight towards him.

Lightning-quick, he darts to the side, a split-second ahead of
Flash Thompson's thrown punch, which BANGS into the locker where
Peter was standing.

                         FLASH
             Couldn't keep away from her, could
             you? You just had to stick your
             camera in her face.

Two of Flash's cronies hurriedly close the classroom doors on
either side of the hallway, to block the view of the teachers
within.

                         PETER
             I don't want to fight you, Flash.

                         FLASH
             I wouldn't want to fight me either.

A crowd quickly forms around them. Flash takes two more swings,
but again Peter ducks them- and fast. Flash is puzzled.

Sensing an attack from behind, Peter suddenly ducks. One of
Flash's cronies, who was sneaking up on him, is left grabbing air.
Peter stands, flips the guy off his back.

A crowd forms to watch, Harry Osborn among them.

Enraged, Flash ROARS and lunges at Peter. Peter ducks one, two,
three, four punches, never even having to move his feet, just
darting his torso around so fast he creates a motion blur.

Harry shakes his head, impressed, gives a look to the person
standing next to him, who happens to be M.J. She returns the look.
Harry looks back at the fight, then does a double take back at
M.J.

Hold the phone, she's hot...
Back in the fight, Peter clenches his hands into fists to go on
the offensive.

Off to the side, one of the classroom doors opens.

Peter pulls back to throw a punch, just as a TEACHER steps out of
the open door.

                         TEACHER
             What the hell is going on out here?!

Flash turns at the voice, but it's too late for Peter to pull the
punch. It lands solidly on Flash's jaw and sends him sailing back
against the lockers, hard. He slumps to the floor, unconscious.

Peter GASPS, shocked at his own strength.

                         FRIEND 1
             You chicken-shit, he wasn't even
             looking!

                         FRIEND 2
                   (to the Teacher)
             Flash was just standing there and
             Parker sucker-punched him!

                         TEACHER
             Parker? Sure he did.

                         PETER
             I did! Really!

Friend 1 lunges at Peter, more Teachers stream in to hold them
back, and it all dissolves into chaos.

                         PETER (cont'd)
                   (shouting over the melee)
             I SWEAR I DID! ASK 'EM! I ACTUALLY
             DID!

Harry turns to M.J., grinning.

                         HARRY
             I'm starting to like the little
             spazz.

She smiles- friendly, shy, demure, leading- a proven-effective
combination, and it's not lost on Harry.

                         HARRY (cont'd)
             By the way, my Name's Osborn.

                         M.J.
             By the way... I know.

                                                    CUT TO:

EXT.   STREET - FOREST HILLS - NIGHT
An expensive car pulls over, loud MUSIC playing from inside. Harry
Osborn at the wheel. A laughing Mary Jane Watson climbs out, to
the raucous good-byes of Harry and his friends.

Always a party somewhere for M.J. As the car pulls away, a SHOUTED
CURSE draws her attention to her house, a lower-middle class home
just like Peter's.

Through the living room windows, she can see a MAN and WOMAN
arguing, plainly visible out here, their voices way too loud. M.J.
races up the steps and goes into the house. We linger outside,
hear the SHOUTS continue, her voice now adding to them. M.J. pulls
the blinds, but the silhouettes are still visible inside. A child
begins to CRY, which only seems to inflame the man more. The man's
speech slurs, he's unsteady on his feet, he's much too loud.

M.J. BANGS through the screen door, coming out on the porch again,
carrying a THREE YEAR OLD BOY. She drops on the front steps,
trying to ignore the chaos inside that house. Inside her house.
The little boy buries his head in her shoulder, sucks his thumb.
M.J. tries to comfort him.

M.J. glances to the side, to the house next door. It's Peter
Parker's home, right beside hers, maybe eight feet away, across a
narrow driveway. She sees Peter, also out on his porch, with his
Uncle Ben. In contrast to her own situation, Peter and his uncle
seem to be having a quiet, thoughtful conversation. M.J. watches
them, envious. To have someone older, wiser, someone who truly
cares...

ON THE PORCH OF THE PARKER HOUSE,

Peter listens to his uncle.

                        UNCLE BEN
            I won't ask what the fight was
            about, that's your business. You're
            changing, and that's normal. This
            is the age when a man becomes the
            man he's going to be for the rest
            of his life. All I'm saying is to
            be careful who you change into.
            Okay, pal?

                        PETER
            I'm trying, Uncle Ben, I am. I
            feel all this, this-
                  (choosing words carefully)
            -power, but I don't know what it
            means, how to control it, even, or
            what I'm supposed to do with it.

                        UNCLE BEN
            You'll figure it out. You're one
            smart cookie, Pete, your teachers
            tell me they've never seen a
            science whiz like you at this age.
            Knowledge is power. But with great
            power comes great responsibility.
            Remember that. "Of those to whom
            much is given, much is required."
            Much more than hallway fist fights.

Peter nods, thinking, amazed at how insightful his uncle's words
are- if only he knew everything.

                        PETER
            Uncle Ben, I think you're about
            the best father a guy could ever
            have.

                        UNCLE BEN
            Uncle, Peter. Uncle. You had a
            father.

                        PETER
            What really happened to my parents?

                        UNCLE BEN
            Here we go again...

                         PETER
            They worked for the government,
            didn't they?

                        UNCLE BEN
            It was a plane crash, son. Nothing
            more, and nothing less.

                        PETER
            I wish there was some way I could
            help you and Aunt May the way you
            helped me. Maybe get a job, pay
            some of the bills while you're
            laid off. Aunt May's medicine
            isn't exactly free, I mean, how
            are we-

                        UNCLE BEN
                  (gets up)
            Paying bills is my job, not yours.

                        PETER
            I just want to help.

Uncle Ben kisses him on top of the head.

                        UNCLE BEN
            Love you for that, kiddo.

He goes inside. Peter turns and looks through the window as Uncle
Ben settles back into his Barcalounger. He says something positive
to Aunt May, who's on the sofa. She casts a hopeful look out at
Peter as Uncle Ben picks up the remote and turns the TV back on.

Hey, guess what's on- wrestling. From here, Peter can see the
screen.

A smile spreads across Peter's face as an idea takes shape. He
jumps to his feet, HOOTS in excitement, and leaps- onto the side
of the house. He crawls, straight up.
EXT.   WATSON HOUSE - NIGHT

Next door, M.J. is slumped over, head in her lap. Next to her, the
Three Year Old watches, still sucking his thumb, as Peter crawls
up the side of his house, over the top of his window, then reaches
over, upside-down, pulls the window open, and crawls down through
it, across the ceiling of his room. He drops onto the floor and
pulls the shade.

The Three Year Old pulls his thumb from his mouth.

                          THREE YEAR OLD
              The man crawls up his house.

The thumb goes back in. M.J. raises her head. She sees nothing
unusual. She drops her head in her lap again. If only she'd been
looking...

                                                    CUT TO:

INT.   PETER'S BEDROOM - NIGHT

A newspaper CRINKLES open to a large ad in the sports section.

              Attention Amateur Wrestlers!
              THREE THOUSAND DOLLARS
              For just three minutes in the ring!
              Colorful characters a must!

Peter's hand RIPS the ad from the paper.

AT A DESK,

Peter has a sketch pad in front of him and is drawing rapidly, the
outline of a human figure and various costume possibilities. He
draws a pair of wings on the figure.

                          PETER
              A spider with wings?

He scribbles them out. He tries antennae, hates those too,
crumples up the page and starts over.

He sketches some web-type lines over the face and arms- hey, that
looks cool. He draws the eyes. Large, wicked jack o'lantern ovals,
with upturned edges. Ooohh...

IN THE SCHOOL LIBRARY,

Peter is studying a book called "Principles of Sewing," taking
copious notes. An ATTRACTIVE GIRL walks past, Peter slams the book
closed. On his finger.

ON HIS BED,

Two Danskins spill out of a plastic bag, one midnight blue and the
other a deep red. Colors look good together.

A RAZOR KNIFE
Cuts through the blue, then the red, then through a nearly-opaque
white mesh he's using for the eyes.

With a black marker, he draws a big black spider outline in the
middle of the red fabric.

EXT.   JUNKYARD - DAY

Peter stands in an abandoned junkyard, experimenting with the
spinnerets that have grown in his wrists. He's set up a row of
targets of varying sizes about fifty feet away.

He tries to hit an old television set. Misses wildly. Tries
something larger- a '68 Plymouth Duster. Not even close. Peter is
frustrated.

Jumping back a ways, we get a look at the whole junkyard. Web
strands cover everything, everywhere. He's going to have to figure
this out.

INT.   SCHOOL SCIENCE LAB - DAY

Peter hunches over a microscope. He looks both ways, makes sure
nobody is watching him, then shoots a little jet of web fluid from
his wrist onto a slide and puts it under the microscope.

INT.   PETER'S BEDROOM - NIGHT

Sparks fly. Peter has dismantled several Zippo lighters, watches,
and assorted old jewelry and is silver-soldering them together in
a new way. He picks one up, blows on the solder, and puts it
around his wrist.

It's hinged in the middle, right underneath a small, delicately
mounted nozzle that swivels in all directions. Peter closes the
wrist-bracelet around his wrist, right over his biological
spinnerets.

EXT.   JUNKYARD - DAY

Back in the junkyard, Peter now wears the bracelets over his
wrists. Peter shoots out a web-

SPLAT! A direct hit on a Coke can fifty feet away.

Peter grins. He shoots another web, SMACKS into a milk container a
hundred feet away, pinpoint accuracy.

He spins around like a gunslinger, shooting webs in all
directions, giddy. One web SMACKS into the side of a car that's
been crushed and stacked on top of ten other cars.

Peter pulls, forgetting his strength, and the entire tower of
wrecked cars begins to tip over toward him. He lunges forward,
instinctively, and pushes the stack back upright.

Amazed and delighted with himself, he raises both arms, SHOUTING
in triumph, he aims right at us, bends the two middle fingers of
each hand back toward his palms, two jets of webbing immediately
fly straight out to us, smack us in the face, and we "web"
dissolve to-
EXT.   ARENA - DAY

-midtown Manhattan, where A THOUSAND WRESTLING FANS stream into a
smallish arena on a Saturday afternoon. An old Chevy Caprice pulls
over at the curb.

INT.   CAR - DAY

Uncle Ben is at the wheel, Peter beside him.

                         PETER
             You didn't have to drive me, Uncle
             Ben. The train stops right across
             from the Library.

                         UNCLE BEN
             I thought this'd give us a chance
             to talk.

                         PETER
             We hardly said a word!

                         UNCLE BEN
             Who needs words?

Peter laughs and shakes his head. Uncle Ben grabs a brown paper
bag from the back seat and starts to hand it to Peter, who
snatches it away from him anxiously.

                         PETER
             Thanks. I got it.

                         UNCLE BEN
             Pick you up on this corner at six
             o'clock!

Peter waves and heads off down the street, walking against the
tide of wrestling fans as his uncle pulls back into traffic.

Peter watches till the Chevy is gone, then turns around and joins
the crowd headed into the arena, just as a deafening ROAR comes
over and-

INT.   ARENA - DAY

-we see a COSTUMED AMATEUR WRESTLER slam into the wall of a cage
match ring in the middle of a small, hot, dusty arena. The
Wrestler GROANS in agony, a REFEREE jumps in to stop the match as
BONE SAW McGRAW, six feet nine if he's an inch, three hundred
pounds of pure muscle, ROARS at the crowd, standing over the
broken body of his fallen challenger.

This place is nasty.

A GUARD hurries to a gate in the wall of the cage, unlocks it, and
PARAMEDICS rush in to help the helpless amateur.

A RING ANNOUNCER steps forward, grabs a dangling microphone.

                         RING ANNOUNCER
               Seventeen seconds?! Seventeen
               seconds, ladies and gentlemen!! Is
               there no one who can last three
               minutes in the cage with Bone Saw
               McGraw?

Bone Saw ROARS again, through a mouthful of bad teeth. Might even
be a few words in English in there.

As the Paramedics carry the amateur wrestler from the ring on a
stretcher:

                           RING ANNOUNCER
               Will the next victim please enter
               the ring at this time! If he can
               withstand just three minutes in the
               cage with Bone Saw McGraw the sum
               of three thousand dollars will be
               paid to...

He turns and gestures to ringside. A spotlight flicks on. Two
GUARDS open the cage doors wide and Peter climbs to the top of the
stairs, into the spotlight, clad in his homemade costume. It looks
pretty good.

The Announcer checks him out, leans over, covers the microphone.

                           RING ANNOUNCER (cont'd)
               What do they call you, man, "The
               Spider?"

                           SPIDER-MAN
                     (likes the sound of it)
               "Spider-Man." Yeah, Spider-Man!

                           RING ANNOUNCER
                     (back into microphone)
               Three thousand dollars will be paid
               to SPIDER-MAN! Will the guards please
               lock the cage doors!

SLAM! SLAM! Two huge barred doors CLANG shut right behind Spider-
Man, startling him.

CLICK! CLICK! Keys turn ceremoniously in the locks.

A BELL RINGS

And the fight begins. Bone Saw does his usual ROARING thing.
Spider-Man swallows, hovers at the edge of the ring. This guy is
terrifying.

Bone Saw ROARS again, louder, expecting Spider-Man to lunge at
him. Spider-Man trembles in the corner.

The Crowd CHEERS wildly, calls for Spider-Man's immediate
destruction. Bone Saw ROARS, happy to oblige, and hurls himself
across the ring, three hundred pounds of brute force.

Spider-Man's wide white eyes pop even wider and whiter. At the
last second, he leaps, straight up into the air. Bone Saw passes
under him, rebounds off the ropes, and Spider-Man lands neatly on
his shoulders. He grins, confidence growing, fast.

                         SPIDER-MAN
             Not a bad costume, what is that,
             Spandex? I used Lycra for mine and
             it itches like crazy.

Bone Saw attempts to back fall, to crush Spider-Man under him, but
our hero is too quick for that. He stretches out a wrist and
shoots a web straight above him, to the bars at the top of the
cage, twenty feet up. The web sticks there, and when Bone Saw
drops to the canvas, he is alone.

He blinks, the wind knocked out of him. Directly above him he sees
Spider-Man, dangling upside-down from his web, miming checking his
watch.

                         SPIDER-MAN (cont'd)
             Gee, a minute already. Can I get a
             magazine?

Bone Saw SCREAMS in anger and leaps to his feet. Spider-Man flips
over, climbs up his web strand until he's twenty feet above it
all. He yells down.

                         SPIDER-MAN (cont'd)
             Hey, Bone Head! Does that count as
             staying in the ring?

                         BONE SAW
             COME DOWN HERE!

                           SPIDER-MAN
             Okey-dokey!

He lets go of his webbing, dropping twenty feet, straight down. He
lands right on top of Bone Saw, who drops to the canvas beneath
him, pinned. The Crowd freaks out. Flashbulbs pop. Spider-Man
raises his arms, triumphant.

                         SPIDER-MAN (cont'd)
             Ahh.... show biz.

INT.   ARENA OFFICES - NIGHT

The administrative offices, upstairs at the arena. The PROMOTER
puts a single hundred dollar bill into Spider-Man's palm (Peter is
still wearing the costume).

                         PROMOTER
             Now get outta here.

                         SPIDER-MAN
             A hundred bucks? The ad said three
             thousand!

                         PROMOTER
             Check it again, webhead. It said
             three grand for three minutes. You
             pinned him in two. For that I'll
             give you a hundred, and you're
             lucky to get it, wise ass. You
             made my best fighter look like a
             girl out there.

Behind them, a squirrelly-looking guy slips into the office, hair
dyed platinum blonde.

                         SPIDER-MAN
             You don't understand, it's not
             for me, it's for my aunt, she
             needs this medicine, see, and-

                         PROMOTER
             A sick aunt? Are you for real? I
             missed the part where this is my
             problem.

Spider-Man stares at him for a long moment, burning with rage, he
wants to bust this guy right in the nose, he trembles, his hands
curl into fists, he could put him right through the wall if he
wanted to-

-but he turns and leaves instead.

INT.   HALLWAY - NIGHT

Spider-Man walks away down the corridor, clutching the lousy
hundred dollar bill, muttering under his breath. He's nearly to
the elevator when he hears a SHOUT from behind him.

                         PROMOTER
             Hey! What the hell do you-

He turns. Silhouettes move violently in the frosted glass window
in the door to the administrative offices. The Promoter's shadow
is thrown violently to the floor, the door BANGS open hard,
shattering the glass, and the squirrelly-looking guy races out,
clutching a canvas bag. He is a THIEF.

                         PROMOTER (cont'd)
             Help! Police! That guy stole the
             gate, he's got my money!

A COP approaches from one end of the corridor. The elevator DINGS,
its doors start to open, and the Thief takes off down the hallway
toward it. The Cop gives chase, calling ahead to Spider-Man.

                         COP
             Hey, you! Stop that guy!

Spider-Man looks up, at the Thief racing straight at him, at the
Cop giving chase, at the opening elevator behind him. He thinks,
debates-

-and takes a step back. The Thief races right past him and into
the elevator.

                         THIEF
             Thanks, freak.
The doors close and he gets away. The Cop arrives, SLAMS his fist
on the elevator doors.

                         COP
             What the hell's the matter with
             you?! You just had to knock him
             down!

The Promoter comes rushing up out of the office, a large red welt
growing on his cheek.

                         PROMOTER
             You coulda taken that guy apart!
             Now he's gonna get away with my
             money!

                         SPIDER-MAN
             I missed the part where this is
             my problem.

He turns and walks away down the corridor.

                                                CUT TO:

EXT.   ARENA - NIGHT

As night falls, Peter comes out of the arena, dressed in street
clothes again. On the far corner, there are flashing lights and a
small crowd gathered, but he doesn't notice, just starts looking
around for Uncle Ben's car.

Peter stands on the corner where Ben said he'd pick him up. Looks
to the left, to the right. Not there yet.

Another POLICE CAR races by him, SIREN wailing, and heads for the
far corner. Peter ignores that too. Checks his watch. Looks up the
block. Still no Uncle Ben.

An ambulance SCREAMS past him, also headed for the far corner.
Peter turns, watches it pull up, PARAMEDICS jump out.

Now he takes a mild interest. He wanders across the street. As he
walks, his brow furrows, two and two coming together in his mind
in a bad way. He walks faster. Couldn't be.

He walks faster. And faster. He elbows his way through the back of
the swelling crowd. Then the middle. As a desperate conviction
grows in his mind, he thrashes, breaking through the front of the
crowd and looking down at the ground-

-where the Paramedics are bent over a body, working.

                           PETER
             UNCLE BEN!!

He lunges forward, but COPS stop him, pulling him back.

                         COP 1
             Hang on, hang on!

                           PETER
            My Uncle! That's my uncle!

                        COP 2
            That's not gonna help him!

                        COP 1
            Let the paramedics do their work!

                        PETER
            What happened?!

                        COP 1
            It was a carjacker. He's been shot
            in the chest.

                           PETER
            Oh, God, no!

Frantic, Peter looks at the Paramedics. They're not giving CPR, no
mouth to mouth, in fact, they're packing up their equipment.

                        PETER
            They're not doing anything!
            Why aren't you doing anything?!
                  (bursts away from the cops)
            What's the matter with you?! Is
            he okay? Is he gonna be okay? Why
            are you stopping?!

The Paramedics look at each other, then at Peter.

                        PARAMEDIC
            He passed away, sir.

                           PETER
            He....?

                        PARAMEDIC
            I'm sorry, sir.

Peter backs away in horror, unable to believe his eyes. Behind
him, a THIRD COP comes hurrying up to the other two.

                        COP 3
            Hey, it just came over the radio!
            Patrol car spotted the vehicle
            running a red light on Ninth
            Avenue!

                        COP 1
            They got the guy?!

                        COP 3
            Not yet! He cracked up the car at
            the waterfront- he's holed up
            inside an abandoned factory at the
            river!

Very close on Peter now- he's listening intently, his face hard as
stone.
                              COP 1
               Which river?

                                                CUT TO:

EXT.     A DARK ALLEY - NIGHT

An exaggerated shadow falls on the brick wall of an alley. A man
tears off his clothes, violently. The shadow grows rapidly bigger
as the man starts to run, suddenly the shadow leaps, high into the
air, and lands on the side of the building right in front of us.

THE AMAZING SPIDER-MAN begins to climb, straight up the side of
the building. Peter may have been in the Spider-Man suit when he
climbed into the ring, but now he truly is Spider-Man. We climb
with him, rising higher and higher until we burst out over the
roof's edge.

ON THE ROOF,

He scans the horizon. Off to the west, he sees a cluster of police
lights at the edge of the Hudson River. His right arm rises,
almost instinctively, palm up.

THWIP!

A silver strand of web fluid shoots out across the street. Spider-
Man wraps his hands around it and leaps.

We leap with him, swinging out over the city, held aloft by the
tensile strength of the web alone. We plummet down, in a graceful,
terrifying arc, and as the ground races up toward us, Spider-Man's
left hand rises- THWIP!

Another web strand rockets out into the night, the web-slinger
shifts his weight to the second strand, abandoning the first,
pulling himself back up in a graceful arc that rises toward a
glass-front building right in front of us.

The glass-front building races up at us, impossibly fast, but
instead of crashing through it, we land on it, we stick.

We pivot, look for another tall building. We spot one, our gloved
wrist rises up into frame, shoots out a web, and we leap from the
building, swinging off into space again.

So that's what it's like to be Spider-Man.

DOWN IN THE STREET,

a CHILD, holding his mother's hand, has seen the whole thing. He
drops his ice cream cone, it SPLATS on the pavement at his feet.

                                                CUT TO:

EXT.     ABANDONED FACTORY - NIGHT

At the Hudson River, a ring of police cars surround an abandoned
factory. Uncle Ben's Chevy is crashed into a dumpster in front,
the driver's door hanging open. Radios SQUAWK, COPS cluster around
the barricades, planning how to go in and who has to do it.
Behind and above them, a glistening dark figure swings through the
night, right past them. Unseen.

ON THE SIDE OF THE FACTORY,

Spider-Man lands silently. His movements are flawless, graceful,
economical now, as if he has become his perfected self in the last
five minutes. He crawls, sideways like a crab, but ten times as
fast. He slithers through a blown-out window near the roof line.

INT.   FACTORY - NIGHT

Spider-Man crawls, upside-down, across the roof of the factory.
His eyes scan the abandoned factory floor below, which we see
upside-down too, the way he does.

Over in the far corner, the Carjacker huddles, a dark figure
trying to hide in the middle of the rusted-out equipment.

Spider-Man creeps close, fast and silent, until he is directly
above the Carjacker, looking down at him.

DOWN ON THE FLOOR,

The Carjacker cowers, MUTTERING to himself, obsessively checking
his weapon to make sure it's loaded. Can't make out a word he's
saying, but he's terrified. Red police lights reflect off him,
bouncing around the empty factory as they strobe through the
dirty, leaded windows, revealing only his outline.

Behind him, Spider-Man descends slowly, upside-down, from a web
strand. He rotates, lands softly on his feet, looming behind the
Carjacker.

The Carjacker senses something and whirls around. BLASTS a shot at
Spider-Man. Sensing it, Spidey leaps onto the nearest wall. The
Carjacker, whom Spider-Man sees only as a red silhouette, starts
BLASTING at him, one shot after another, as Spidey leaps from wall
to ceiling to wall to floor, just inches ahead of the bullets.

IN THE STREET,

The Cops hear the shots, press forward. Weapons are drawn, rifles
steadied. They can see figures moving inside the factory.

IN THE FACTORY,

Spider-Man does one particularly acrobatic leap and lands on top
of the Carjacker's arm, kicking the gun free. It SKITTERS across
the cement floor as Spidey holds the guy up, curls a fist-

                         SPIDER-MAN
             This is for the man you killed.

-and punches the Carjacker in the jaw. The blow lifts the man
right off his feet and sends him sailing into one of the unbroken
windows, which SHATTERS. Spider-Man leaps into the window frame,
grabs the Carjacker, pulls him to his feet.

IN THE STREET,
The Cops hear the breaking glass.

                         COP 1
             In the window!

                         COP 2
             Get some light on it!

They turn their spotlights toward the factory.

IN THE FACTORY,

                         CARJACKER
             Don't hurt me! Give me a chance,
             man, give me a chance!

                         SPIDER-MAN
             DID YOU GIVE HIM A CHANCE!? THE
             MAN YOU KILLED?! DID YOU?! ANSWER
             ME!

One by one, the spotlights from outside swing around to frame the
pair of combatants in the window. Suddenly, the Carjacker's face
is revealed, brightly lit. A police helicopter is overhead, the
prop wash blows the Carjacker's hair around wildly.

His platinum blonde hair...

Spider-Man's eyes open wide in horror as he recognizes the
Carjacker. It is, God help him, the Thief who stole the money at
the arena. The one Peter stepped aside for.

                         SPIDER-MAN (cont'd)
             No! No, not YOU!

Yes. Yes him. Spider-Man trembles in horror as he realizes the
ghastly truth:

He failed to stop the very man who murdered his uncle.

Images flood back at him, fast:

INT.   ARENA OFFICES - NIGHT

The Cop, yelling at him:

                         COP
             Stop that guy!

INT.   ELEVATOR - NIGHT

The Thief, standing in the elevator, looking at him evilly as the
doors close on his escape.

EXT.   ARENA - NIGHT

Uncle Ben's body, lying in the street.

EXT.   FACTORY - NIGHT
Outside the factory, the Cops stare in wonder at the strange pair,
framed by the brilliant lights now shining into the broken-out
second floor windows of the factory.

                         COP 1
             What the hell is that!?

                          SERGEANT
             OPEN FIRE!

The Cops open up on the figures in the window.

IN THE WINDOW

More glass breaks, wood splinters, the Thief SCREAMS as bullets
fly everywhere. Spider-Man SCREAMS right back, in rage and pain-

-and HURLS the Thief off the building!

The Thief SHRIEKS in terror as he plummets toward the ground,
toward certain death. Spider-Man trembles, watching him fall, but
finally-

                          SPIDER-MAN
             I can't!

-he shoots out a web, which catches the Thief by the ankle, just
above the ground, saving his life. With a ROAR of effort, Spider-
Man swings the web, hard-

DOWN ON THE GROUND,

-sending the Thief flying across the parking lot and SMASHING into
the windshield of a police car.

FROM INSIDE THE POLICE CAR,

The Thief lands on the windshield right in front of us. He
writhes, in pain, but alive, a giant fly caught in the
spiderwebbed windshield.

ON THE STREET,

The cops unleash a hail of gunfire as Spider-Man leaps up, onto
the factory wall and crawls all the way up the roof, six stories
above them.

                          COP 2
             Don't shoot, don't shoot! He's on
             our side, can't you see it, HE'S
             ON OUR SIDE!

But the gunfire continues, just the first salvo in Spidey's long
and misunderstood career to come.

EXT.   ROOF OF FACTORY - NIGHT

Spider-Man falls to his knees on the roof of the factory in the
whipping wind of the helicopter, arms thrown up in anguish as he
faces the dramatic skyline of the unforgiving city.
                           SPIDER-MAN
             NOOOOO!!

Another image comes to him, this one billowing right out of the
black-bottomed clouds above him, a gigantic image of Uncle Ben's
face:

                         UNCLE BEN
             Always remember, Peter.

Lightning flashes in the sky, outlining Uncle Ben's face, turning
it into a skeleton's head for a split-second before wiping it out
completely. As Spider-Man dissolves into SCREAMS of anguish, Uncle
Ben's VOICE resonates over the BOOMING thunder of the coming
summer storm.

                         UNCLE BEN (cont'd)
             With great power...

                         SPIDER-MAN
             OH GOD, PLEASE NO, I'M SORRY,
             UNCLE BEN, FORGIVE ME...!!!

                         UNCLE BEN
             ....great responsibility.

Lightning flashes, GUNFIRE echoes in the distance, sounding like
the dull cannon BOOMS of a faraway funeral.

                                                 CUT TO:

INT.   DAILY BUGLE - DAY

The front page of a tabloid newspaper, the Daily Bugle, carries
three bold words in enormous typeface:

             WHO IS SPIDER-MAN?!

The paper lowers with a noisy crumple, revealing the face of J.
JONAH JAMESON, owner of the last flattop haircut in America.
Jameson talks even faster than he walks: both are machine-gun
paced.

                         JAMESON
             Yeah, who the hell is he, and
             what's he doing on the front page
             of my newspaper?

He struts off across the chaotic newsroom, side by side with
ROBBIE ROBERTSON, his city editor.

                         JAMESON (cont'd)
             And why don't we have a picture?!
             Damn it, Robbie, I go to Palm
             Beach for two days and-

                         ROBBIE
             We sold out all four printings,
             Jonah.

                           JAMESON
             Sold out?

                            ROBBIE
             Every copy.

                         JAMESON
             Spider-Man, page one, tomorrow!
             With a picture this time!

                         ROBBIE
                   (smiles)
             You're the boss.

EXT.   CITY STREET - NIGHT

Snow flies, it's wintertime now. A bunch of THUGS have surrounded
M.J., who has just come up from a subway stop in a not-great part
of town. The Thugs are taunting her, harassing her, putting their
hands on her. M.J.'s looking around for help, but it's late, cold
and empty streets around here. One of the Thugs grabs her by the
jacket, pulls her forward, and raises his other hand, CLICKING
open a switchblade.

Suddenly the Thug stiffens, hit in the back by a web line. The
second Thug does likewise, then they both fly backwards off their
feet, yanked hard by Spider-Man, who clings to the building across
the street.

                         SPIDER-MAN
             We do not hit women!

The Thugs ROAR in anger and lunge across the street toward him.

                         SPIDER-MAN (cont'd)
             We hit the men who hit women.

He drops off the wall and into the thick of them. We don't see
much, just flying fists, motion blurs, and Thug after Thug flying
off his feet.

M.J. watches, transfixed. Now, that's a hero.

The Thugs all scatter, Spider-Man stands there, chest heaving.

                            M.J.
             Who are you?

                            SPIDER-MAN
             You know.

                            M.J.
             I do?

                         SPIDER-MAN
             Your friendly neighborhood
             Spider-Man.

He leaps up, onto the side of the nearest building and starts
climbing, straight up. She watches him go, astonished.

And totally lovestruck.
IN THE STREET,

A TOURIST races into the street, whips out a camera, hastily
focuses a long lens, and snaps

A GRAINY STILL PHOTOGRAPH

Of Spider-Man on the side of the building.

IN THE NEWSROOM,

Jonah Jameson stares at the picture, furious. As usual.

                         JAMESON
             I said a picture, not an ink blot!

Leaping back across the newsroom, we hear him bellow.

                         JAMESON (cont'd)
             CAN'T ANYBODY TAKE A DECENT PICTURE
             OF THAT FREAK?!

EXT.   PARKER HOUSE - NIGHT

CLOSE ON a sign in the window of the Parker home- "ROOM FOR RENT."
Peter comes out of the house he shares with Aunt May, carrying a
box of his possessions, and loads it into the back of Harry
Osborn's car. Harry waits beside it.

                          AUNT MAY
             You don't have to give up your
             room, Peter.

                         PETER
             You need the extra money, you know
             you do. And I'll send more, as
             much as I can, as soon as I get a
             job.

                         AUNT MAY
             College, a job, your own place...
             You're not Superman, you know.

Peter laughs, grabs her in a ferocious hug.

EXT.   CITY STREET - NIGHT

In a rough part of town, a COP beats a TEENAGER with his night
stick while his PARTNER stands awkwardly a few feet away, not
joining in, but not stopping him either.

The Cop raises his nightstick for a vicious blow, but suddenly
THWIP-THWIP! Two web strands wrap around the nightstick and yank
it out of his hand.

The Cop whirls around. Spider-Man clings to the side of a building
behind him, upside down.

                         COP
             Hey! What the hell do-
THWIP! A strand of webbing shoots out, SPLATS over the Cop's
mouth. In the moment of distraction, the Teenager gets to his feet
and races away.

                          SPIDER-MAN
              Leave him alone.

The Cop fumbles for his gun, Spider-Man turns, crawls up the
building.

The Cop FIRES, two shots that CHINK off the brick where Spider-Man
was, but he's already swinging off into the darkness.

THE DAILY BUGLE

Shows a front page picture of the angry Cop, next to the headline:

              "SPIDER-MAN HELPS CROOK ESCAPE!"

IN THE NEWSROOM,

Jonah Jameson lowers the paper, sees Robbie glaring at him.

                          ROBBIE
              You know that isn't true.

                          JAMESON
              That's why we put quotes around it!

Other STAFFERS glower at him. They don't like it either.

                          JAMESON (cont'd)
              If you all love him so much, GET
              ME A PICTURE!

INT.   SOUVENIR SHOP - DAY

A STORE OWNER stares at a crude Spider-Man doll offered to him by
a young ENTREPRENEUR in a cheap suit carrying an open case with
lots of money.

                          STORE OWNER
              He's a criminal!

He tosses the action figure back at the Entrepreneur.

INT.   PETER'S APARTMENT - DAY

Holding   a box with his meager possessions, Peter stands in the
doorway   of his new apartment. One tiny room, cracked walls, dirty
window,   SIREN WAILING right below. Harry stands next to him,
helping   him move in.

                             HARRY
              What a dump.

                          PETER
              Expensive dump.

                             HARRY
             How you gonna pay for it?

INT.   PETER'S APARTMENT - NIGHT

Peter is hunched over a table in his apartment, delicately
assembling a complicated-looking camera apparatus.

EXT.   ROOFTOP - NIGHT

THWIP! Up on a rooftop, a web strand shoots into the corner of a
building cornice, holding the camera in place.

A red and blue webbed glove reaches into the frame and selects a
shutter setting.

THROUGH THE VIEWFINDER,

We see a camera's eye view of the rooftop, looking slightly down
over the city. The word "automatic" flashes in red in the corner
of the frame.

Suddenly Spider-Man comes swinging into frame, right toward the
camera, dangling dramatically from a web strand. The shutter
CLICKS, the image freezes, changes to-

INT.   DAILY BUGLE - JAMESON'S OFFICE - DAY

-the resultant photograph, an action shot of Spider-Man. CLOSE ON
the photo as a hand flips past it, to another, and another- all
good shots, swinging shots, flying shots, web-shooting shots.

Jonah Jameson looks up, trying to hide his enthusiasm. Peter
stands across his desk.

                         PETER
             Your ad mentioned a reward?

                         JAMESON
             Where'd you get these?

                         PETER
             If I tell you that, you'll send
             your own photographer next time.
             I want a job.

                         JAMESON
             No jobs! Free lance, Perky, best
             thing in the world for a man your
             age, don't get tied down! I'll
             give you a hundred bucks for the
             lot.

He turns and leaves his office. Peter follows.

INT.   NEWSROOM - DAY

Jameson walks fast; Peter struggles to keep up.

                           PETER
             A hundred?!
                           JAMESON
             Deal!
                     (holds out his hand)

                         PETER
             No! Five hundred!

                           JAMESON
             Two!

                           PETER
             Four!

                         JAMESON
             You win. Hoffman. HOFFMAN!

HOFFMAN, a tired guy, looks up from his cubicle.

                         JAMESON (cont'd)
             Cut a check to Peter Porker for
             three hundred dollars, less
             taxes-

                         PETER
                   (to Hoffman)
             It's Parker, P-A-R-

                         JAMESON
             -social security, and voluntary
             contribution to that charity my
             wife likes.

                         PETER
             Sir, if you could     just put   me on
             the payroll, see,     I really   need
             the insurance I'd     get with   a
             full-time job, my     aunt has   this
             condition she-

                         JAMESON
             Insurance?! What are you, a
             photographer or a claims adjuster?!
             What happened to hard drinking and
             Australian bush hats and lying to
             foreign women? Stick around, Kid,
             I'll make a journalist out of you,
             hell, HOFFMAN!, remind me to send
             him some Christmas meat, NOW GET
             ME MORE PICTURES!

THE DAILY BUGLE

Displays one of Peter's dramatic shots of Spider-Man, over the
headline:

             SPIDER-MAN: HERO OR MENACE?!
                   exclusive photos!

EXT.   SOUVENIR SHOP - DAY
The same Store Owner stands in front of his store as a delivery
truck backs up, blue-suited DELIVERYMEN leap out of the back and
start unloading cases of Spider-Man merchandise.

The young Entrepreneur stands next to the Owner, in a very
expensive suit, talking frantically into a mobile phone while the
Store Owner tries to get his attention.

                         STORE OWNER
             I ORDERED TWICE THIS MUCH STUFF!

EXT.   CITY STREET - NIGHT

Three police cars SCREECH around a corner and SQUEAL to a stop
outside a jewelry store in the diamond district. AN ALARM BELL
rings, the front window of the store is smashed-

-and THREE THIEVES are suspended above the doorway, trapped,
squirming in a web-net that dangles from a lamppost.

The FIRST COPS leap out and stand underneath, staring up in
amazement. The image turns into a photograph, the photograph turns
into the front page of, what else-

THE DAILY BUGLE,

Next to the headline:

                   WHO RUNS THIS TOWN?!?
             Cops Powerless Against Spider-Man

IN THE NEWSROOM,

Robbie looks at Jonah.

                         ROBBIE
             How come you hate him so much?

                         JAMESON
             Because he's a vigilante! Thinks
             he's above the law! What if he
             turns against us someday?! It's
             just a matter of time! Look at
             him! Look at those eyes!

They look up at a picture of Spider-Man, a grainy blow up of his
face, his wicked white jack o'lantern eyes staring straight out at
us.

                         JAMESON (O.S.) (cont'd)
             Is there a man alive who could
             give that lunatic a fight?

Drawing very close to the picture now, Spider-Man's eyes dissolve
into-

                                                   DISSOLVE TO:

INT.   TOWN CAR - DAY
-two icy blue eyes, darting rapidly back and forth. Norman Osborn
is in the back of his Town Car, consuming the Wall Street Journal
as the car crawls through busy midtown traffic. Rain POUNDS on the
tinted windows, it's one hell of a day out there.

The eyes turn, fix coldly on whoever's in the seat next to Norman.
It's his son, Harry, uncomfortably dressed in a suit and tie.
Harry is drumming his fingers nervously on his knee.

Norman's jaw fixes in a tight line. He folds his paper and stares
at Harry.

                        OSBORN
            Are you going to disappoint me?

Harry turns, dares to raise his eyes to his father's. His mouth
moves, he's going to try to answer, but he's afraid.

Suddenly, both rear doors fly open, pulled smartly by SECURITY MEN
in suits, and Norman bolts sharply out of the car. Harry follows,
dreading whatever is to come.

VERY HIGH ABOVE THEM,

We are looking down from high atop a cold black monolithic
skyscraper that stands in the middle of Manhattan. Tall, searing
red letters atop the building announce its resident- OSCORP.

Far, far down in the street, we see Harry and Norman walk from the
car, parked at the curb, to the front of the building, immediately
covered by a sea of umbrellas carried by MINIONS who race out to
meet them.

DOWN ON THE SIDEWALK,

Norman turns and BARKS at Harry over his shoulder as they head for
the building.

                        OSBORN
            Walk beside me, not behind.

Harry steps up his pace to fall in beside his father. They reach
an elevator, one of the two glass ones that cling to the side of
the building. The twin elevators are guarded by two more SECURITY
GUYS, wires in their ears and sunglasses in the rain.

One set of doors WHOOSHES open as Harry and Norman approach; they
step inside.

IN THE ELEVATOR,

The doors close. Harry turns to his father.

                        HARRY
            Please don't make me do this.

                        OSBORN
            You wanted to learn. You'll learn.

                        HARRY
            I'm begging you.
Impatient, Osborn reaches past him and pushes one of only two
silver buttons on the panel next to the door.

                         OSBORN
             Don't. I just ate.

Inside the elevator, a motor starts to HUM and-

ON THE SIDEWALK,

-the elevator moves. But instead of going up like we thought it
would, the elevator zips downward, into and through the sidewalk.
We see Norman and Harry's faces through the glass as they descend
into the bowels of the building.

IN THE ELEVATOR,

Large red and white horizontal stripes whip past as the elevator
drops far into the ground beneath the streets of Manhattan.

                         OSBORN
             I abhor weakness. I don't permit
             it in myself; I won't tolerate it
             in you. Running a company is a lot
             more than handing out paychecks.

Suddenly, the elevator stops and the doors ZIP open on-

INT.   LAB - DAY

-a massive underground laboratory. Row after row of test tubes,
beakers, piles of microcircuitry, half-assembled devices,
scribbled formulas, schematics, warning signs. The sheer volume of
thought that goes on here is humbling.

A LAB WORKER notices Osborn. He turns and hurries across the floor
in the opposite direction, urgently. He passes a thing that looks
like an aerodynamically perfected boogie board, with upturned fins
on each side, footholds carved into the top of each wing, and a
single row of switches down the middle of the center tube, which
is a propulsion system of some kind.

While the device hovers over a bench, a TECHNICIAN wears a
lightweight, super tight-fitting helmet, eyes protected behind big
yellowish-green plastic bulges that make it look like an evil
insect's head. As the Technician turns his head, the device
responds, pointing up when he raises his head up, banking to the
side with a turn of the head, etc.

We stay with the Lab Worker, follow him across the lab. He
approaches a raised platform, where a man in a long white lab coat
works in front of a large glassed-in room. His arms are plugged
into a device of some kind, and on the other side of the wall,
four long, telescoping metal tentacles emerge, working delicately
with a maze of interlocking chemical tubes and micronic circuitry
sealed in a glass-walled isolation tank. Strange gases leak from
the tubes, must be the reason they're behind glass.

The Lab Worker hurries up beside him and whispers in his ear.
                        LAB WORKER
            Dr. Ocatvius....

                        OCTAVIUS
            Vanish.

                        LAB WORKER
            It's Mr. Osborn, sir, he's here.
            In the lab, sir.

The man turns and we see the face of DR. OTTO OCTAVIUS, intense,
driven, ferocious concentration under hooded brows. Jet black
hair, opal-white skin that looks as if it's never seen the light
of day. He sees Norman Osborn over the Worker's shoulder, already
coming up the stairs to the platform. Harry trailing behind him.

Octavius sighs and turns back to his work.

                        OSBORN
            Good morning, Doctor...

He casts a glance inside the isolation tank, where the robotic
arms wave, in constant elegant motion.

                        OSBORN (cont'd)
            Shall I call you Dr. Octopus?

                        OCTAVIUS
            I don't have time for insults.
            What do you want?

                        OSBORN
            An update. What are you working on
            right now?

Annoyed, Octavius touches a foot pedal at the base of the robotic
arm device he's wearing. A metal corset that grips his torso
automatically opens, releasing him from its grasp. He pours
himself a coffee from a nearby pot.

                        OCTAVIUS
            Human Performance Enhancers.

                        OSBORN
            How's it going?

                        OCTAVIUS
            Nearly there. We tried vapor
            inhalation with rodent subjects,
            they showed an 800 percent increase
            in strength. Intellectual capacity
            increased beyond measurable limits
            of testing, and maze-solving
            ability became nearly instantaneous.

                        OSBORN
            Excellent. Side-effects?

                        OCTAVIUS
                  (shrugs)
            Propensity toward violence, central
            nervous system breakdown, domination
            obsession, decompensation, insanity,
            death.

                        OSBORN
            So they become stronger and smarter.
            But it kills them. Not exactly
            marketable yet. The other projects?

                        OCTAVIUS
            All good, individual airborne
            transports are all tested, they
            look fine, hallucination orbs are
            good to go. Manufacture can start in
            a month, we can deliver to the
            government by the end of the year.
            You're going to make another fortune,
            Norman.

                        OSBORN
            That's what I'd hoped to hear.

                        OCTAVIUS
            If that's all...

He finishes his coffee and steps back into the robotic arm device,
hits the footpedal. The metal corset holds him in its grip again
and he goes back to work.

Osborn turns, looks at Harry, who is lurking nearby. Osborn raises
an eyebrow. Harry takes a step forward, nervously.

                        HARRY
            Dr. Octavius...

Octavius turns, what do you want? Norman raises an eyebrow. Well?
Harry swallows-

-then turns and walks quickly out of the lab. Whatever it was, he
can't do it.

Norman's face registers his disapproval. He turns back to
Octavius, who is staring at him, his face a question mark.

                        OSBORN
            How long have you been with the
            company, Otto?

                        OCTAVIUS
            Five years. Why?

                        OSBORN
            Close. Four years, three hundred
            and sixty-four days. Tomorrow will
            be five years. Tomorrow your stock
            options will vest and you will
            become a disturbingly wealthy man.
            That would be tomorrow. Today-
            you're fired.
An AIDE who suddenly materialized behind Osborn speaks into his
shirt sleeve and-

                        OCTAVIUS
            What?!

-doors on the sides of the lab open suddenly. SECURITY GUARDS
sweep into the room and begin separating Researchers from their
work, escorting them swiftly out of the room.

                        OSBORN
            All projects, notes, works-in-
            progress, and, oh yes, unvested
            stock options will remain the
            exclusive property of OsCorp
            Industries.

Two guards appear on either side of Octavius to take him out of
the building.

                        OCTAVIUS
            Norman, please, I don't care
            about the money, this work is my
            life!

                        OSBORN
            And this company is mine. I made
            a rash promise to you; I'd be
            unwise to keep it. I have
            shareholders to answer to. Thank
            you for your service. Feel free
            to list me as a reference.

He nods to the Guards, who step forward, grab hold of Octavius to
escort him from the building. Octavius SHOUTS and thrashes, the
metal corset holding him tight.

Inside the isolation chamber, the telescoping metal arms flail,
violently SMASHING against the walls.

                        OSBORN (cont'd)
            Step out of that machine, Otto.

                        OCTAVIUS
            Get away from me!

                        OSBORN
            I said GET OUT! NOW!

The Guards continue to wrestle with Octavius, and now Osborn steps
forward, searching for the switch that will open the metal corset
and release Octavius.

                        OSBORN (cont'd)
            How do you open this damn thing?!

He goes to the control panel, BANGS on a switch that he thinks is
the one Octavius pushed earlier.

                        OCTAVIUS
            Norman, stop it!
Frustrated, Osborn BANGS on switches indiscriminately.

                        OCTAVIUS (cont'd)
            What are you doing?!

Octavius is desperate to stop him. Inside the tank, one of the
robotic arms hits a button on the wall, the door HISSES open, and
the arm reaches through the open window and grabs Osborn by the
throat.

Osborn CRIES OUT as the arm drags him into the tank.

                        OCTAVIUS (cont'd)
            Who do you think you are?!

The Security Guards lunge toward the doorway to the tank, but the
two other arms whip around and block their way, SNAPPING and
CLICKING at them like lobster claws.

Still holding Osborn with one claw, Octavius SMACKS him in the
chest with another, sending Norman flying across the tank.

Osborn crashes into a control panel against the far wall, rows and
rows of switches and levers that are knocked all out of whack. A
low HUM permeates the lab. The monitors of an adjacent bank of
computers flashing formulas and data.

                        OCTAVIUS (cont'd)
            HOW DARE YOU TOY WITH MY WORK!!

On a workbench, heat spins around the edges of a blue coil and
begins to warm a gravy-brown liquid. All around the lab, liquids
and vapors awaken, creep through a nest of tubes.

                        OCTAVIUS (cont'd)
            WITH MY LIFE!!

Osborn struggles to his feet. The robotic arms close in around him
again. Octavius picks him right up off the floor with the arms,
holds him dangling in the air. Osborn kicks and struggles
ferociously.

Meanwhile, all around him, the liquids and gases start to move
faster. To BUBBLE. To HISS. Tubes swirl with strange gases. Smoke
and vapor are leaking out of the connections, the entire system is
GROANING, something is terribly wrong.

A shrill ALARM begins to sound. Anyone who was left in the lab,
including the Security Guards, turns and races for the doors,
desperate to get the hell out of there.

Both Octavius and Osborn stop suddenly.

                        OCTAVIUS (cont'd)
            Good God.

All over the lab, glass tubes CRACK like ice in the springtime.
With a great strange SUCKING SOUND, the entire works implodes,
tubes and gases and liquids and vapors all collapsing inward on
each other. There is a moment of horrible silence in which
Octavius' voice is the only sound in the lab:

                        OCTAVIUS (cont'd)
            What have we done?

KA-BOOM!

Now it explodes, and everything flies everywhere. Osborn, freed of
the arms, is hurled to the wall and slumps to the floor,
unconscious.

The entire glass wall Octavius is standing behind is blown ten
feet across the room, and Octavius disappears under it.

In (what was) the isolation tank, a thick, fat green cloud rolls
out and oozes down toward the floor. The vapor has a bizarre
property, as it moves past a row of storage cabinets, it reveals
what's inside them, as an x-ray would, and when it moves beyond
the cabinets, the doors are opaque again.

The vapor oozes over the unconscious form of Norman Osborn,
sprawled out on the floor. It envelopes him bit by bit, and as it
does we see his skeletal form, the very bones under his flesh. We
see the top of his cranium, his eye sockets, his mouth and teeth,
the skin becoming momentarily transparent.

He's still breathing, we can tell because little currents of the
fantastic green gas are being sucked up into his nose,
rhythmically.

We can actually see the gas as it enters his now-visible system,
sucking down, through his windpipe, billowing momentarily in his
lungs, then gushing out through the cilia as it is distributed
into his bloodstream.

Eager, oxygen fed tendrils of the stuff swirl up inside his brain.

In their cages inside the ruined isolation room, chemically
enhanced rats SCREECH and SCREAM, writhing in the thick gas.

ACROSS THE LAB,

We see the long, telescoping metallic arms, trapped under the
rubble. They're inert, lifeless, until-

-they twitch. They tremble. They sweep across the floor like mad
snakes. We follow them all the way up to their source, to that
metallic straightjacket-

-which is still wrapped around the charred figure of Dr. Otto
Octavius. He opens his eyes.

He GROANS, tries to move, but he's trapped under the heavy rubble.
Suddenly, the robotic arms, all four of them, rise up into his
field of view. While he watches in shock, the arms, moving in
coordination, begin to lift the rubble off him, freeing him.

He SCREAMS, and as he does, all four robotic arms swirl about his
head, expressing his horror, doing his mind's bidding, even
without his conscious effort.
A cruel taunt no longer, Otto Octavius has become, truly-

-DOCTOR OCTOPUS!

ACROSS THE LAB,

The green gas hovering over Norman Osborn's motionless body
finally dissipates, leaving Osborn on the floor, his body no
longer transparent.

Suddenly, his eyes pop open. Wide open. His blue eyes (remember,
we saw them in close-up at the beginning of this sequence) have
changed color, from their icy azure to a sickly, fluorescent,
demonic...

...green!

                                                CUT TO:

EXT.   STREET - DAY

Peter walks down a grungy street in Manhattan. It's still raining,
he holds a newspaper over his head. He stops right in front of us,
at the door to a decrepit apartment building you wouldn't wish on
your enemy. As he's putting his key in the door, he stops, squints
down the sidewalk, recognizes somebody. Mary Jane Watson is
walking straight toward him.

                         PETER
             Hey!

                         M.J.
                   (doesn't look up)
             Buzz off.

She walks right past him and continues on down the sidewalk.

                         PETER
             No, wait!

He turns and follows, catches up to her.

                         PETER (cont'd)
             M.J., it's me.

She stops, turns and looks at him.

                         PETER (cont'd)
             Peter.
                   (nothing)
             From high school.
                   (still nothing)
             Mary Jane, I lived next door to
             you. For fourteen years.

Finally, she recognizes him. Uncomfortable, she pulls her raincoat
around herself more tightly.

                         M.J.
             Oh, hey, right, how are you?
                        PETER
            Good, good, okay, I'm... I'm
            alright. What are you doing here?

                        M.J.
            I live around the corner.

                        PETER
            Wow, I'm right here!
                  (points to the building)
            I'm moving, though. This is
            hilarious, we can't get away from
            each other, huh?

                        M.J.
            Yeah. Hey, I gotta take a shower
            and get over to an audition, so,
            uh...

                        PETER
            An audition, that's great, so
            you're an actress now, you're a
            real actress!

                        M.J.
            Yeah, I'm working steady. It's
            great, you know, I've never been
            happier. It's like some kind of
            dream.

                        PETER
            Good for you. I'm going to college,
            Empire State. I could have stayed
            at home, but after... Well, a
            buncha stuff happened and money got
            pretty tight for my aunt, so I let
            her sublet my old room and I got a
            job here.

Remembering his story more fully now, she feels badly for him. She
makes eye contact.

                        M.J.
            Peter, I'm so sorry. I heard about
            your uncle, when that happened. I'm
            sorry, man.

He just nods, looks away. There is an awkward pause.

                        PETER
            You wanna, um... grab a coffee or
            something? With me? I mean?

Considering how hard his heart is beating, that came out as
smoothly as could be expected.

As she is about to answer, a truck ROARS by, so we don't hear her
response to what he said. But does it matter? By the time the
truck passes and the noise subsides, M.J. has turned, waved, and
is walking away. We can guess.
Peter watches her go, heartbroken. Stands there in the rain,
newsprint running down his arm from the rain-slicked paper he
still holds over his head.

INT.   M.J.'S APARTMENT - DAY

A door opens on a tiny, crappy, unfurnished apartment. M.J. comes
in. Hardly the place you'd pick if you were living a dream.

She takes off the overcoat she was clinging to so tightly while
she spoke with Peter. Underneath, she's wearing a hideous orange
waitress uniform. She takes the name tag off, hurls it onto a
dresser.

She goes to the kitchenette sink, all of four steps from the door.
She picks up a water glass and turns on the tap.

No water comes out, just a hideous loud CLUNKING and GRINDING
sound. She CURSES and SLAMS the glass back down. At least it
doesn't break.

She looks up, catches sight of herself in a dirty mirror over the
sink.

                           M.J.
             Some dream.

                                                  CUT TO:

INT.   PETER'S APARTMENT - DAY

A door opens on Peter's tiny, crappy, unfurnished apartment. Peter
flicks a switch. Bare bulb. Air mattress for a bed. String
crisscrossing the room, black and white eight by tens drying from
it. From behind him, a VOICE speaks up.

                         HARRY (O.S.)
             Your stuff's not even packed?

Peter turns. Harry Osborn stands in the doorway, still in the suit
and tie he wore earlier.

                         PETER
             I don't have stuff, Harry, this'll
             take me about three minutes.

Harry comes in and flops on the "bed." Peter starts putting things
in a moving box.

                         HARRY
             Sorry I'm late, my father was
             inflicting permanent psychic
             damage on me. That takes time,
             even for him. And he's good.
                   (noticing Peter)
             What's the matter with you? You
             should see your face, you look
             like a pound puppy.

                           PETER
                   (shrugs)
             Ran into a friend.

                         HARRY
             Wow, yeah, that's horrible. Dude,
             lighten up? This is the day you
             kiss this dump goodbye.

                         PETER
             You sure you've got room for me?

INT.   HARRY'S APARTMENT - DAY

The door opens on a stunning Upper East Side corner apartment with
a spectacular view. Peter stops in the doorway, thunderstruck.
Harry pulls the key from the door.

                         HARRY
             I think I can squeeze you in.

                         PETER
             Oh, my...

                         HARRY
             Eh? Eh?

                         PETER
             I'm gonna live here?

                         HARRY
             Can't beat the rent.

                         PETER
             This is too generous. You've
             gotta let me pay you my share.

                         HARRY
             Okay. Your share is half of what I
             pay, so you owe me... hang on, let
             me run the numbers... nothing. My
             dad bought it for me, for God's
             sake! A three bedroom apartment in
             the middle of Manhattan? If I don't
             give a room to somebody I'll go to
             hell. You're saving my soul.

                         PETER
             I insist. I'm totally broke as
             usual, but I want to pay something.

                         HARRY
             Look, all you have to do is meet
             the old bastard and make him like
             you, and believe me, that'll be
             payment enough. He's coming by
             tomorrow, after the parade. Hey,
             you wanna come to the parade with
             me? My dad got me tickets, great
             seats.

                         PETER
            Thanks, but I've gotta work the
            parade. Taking pictures.

There is a KNOCK at the door. Harry looks at it, then back at
Peter, suddenly nervous.

                        HARRY
            Pete, there's something I gotta
            tell you.

Peter looks at him- what? Harry hesitates. This is awkward. The
knock comes at the door again.

                        PETER
            What is it?
                  (another knock)
            Aren't you gonna...
                  (answer the door?)

                        HARRY
            Yeah, I just... yeah. I... oh, hell.
            Hang on a second.

He goes to the door, opens it-

-and M.J. walks in. Peter stares, stunned, uncomprehending.

                          M.J.
            Hey, Tiger.

She gives Harry a deep kiss. Peter comprehends. He is devastated,
stunned by the kiss, embarrassed.

                        HARRY
            You remember M.J., don't you, Pete?
            Peter Parker, Mary Jane Watson.
            Mary Jane Watson, Peter Parker.
            Peter Watson, Mary Parker Jane...

Peter just stands there, feeling like an idiot. M.J. looks at him,
smiles. It kills him.

                          PETER
            Hi.

                        M.J.
            Can't keep away from one another,
            right?

                        PETER
                  (trouble forming words)
            Guess not.

                        HARRY
            So we, um, M.J. and me, I mean,
            uh, obviously we, uh- kinda got
            back together again.

                        PETER
            Great! 'Scuse me a sec.
He turns for the other room, anything to get out of there and
regain his composure. Harry hurries across the room, catches up to
him, lowers his voice.

                         HARRY
             I had to do it, man, she's all I
             thought about for the past year.
             I couldn't get her out of my mind.
             She drives me insane, Dude, just
             look at her...

Hey, you don't have to sell Peter Parker on Mary Jane Watson,
okay?

                         HARRY (cont'd)
             I was gonna tell you, buddy. I
             just couldn't find the right
             moment.

                         PETER
                   (not a good actor)
             Why would I care?

                         HARRY
             Well, I mean, I know you, uh-

                         PETER
             Harry, I really don't know what
             you mean. I'm happy for you. Woah,
             I gotta get to work.

He turns and walks away, leaving Harry staring after him.

                                                  CUT TO:

EXT.   JUST OFF PARK AVENUE - NIGHT

A townhouse mansion, forty feet wide at least, just off Park
Avenue. A man staggers down the sidewalk, makes his way up the
steps and into the house.

We drift toward the front door.

INT.   MANSION - NIGHT

Still drifting, now through the opulent first floor of the empty
mansion. Some light and noise from upstairs, we drift toward that.

Up a staircase. Down a hall. Up another staircase. There's a light
at the top of these stairs.

INT.   MASTER SUITE - NIGHT

Into the master suite. Into a closet the size of most New York
apartments. Past rows and rows and rows of tailored suits. Past a
column of hanging neckties, there must be five hundred of 'em.
Toward the open to the-

INT.   MASTER BATHROOM - NIGHT
-master bathroom, all gleaming white tile and polished silver.
Norman Osborn, scraped and singed by the explosion, splashes water
on his face, desperately.

He looks up, into the mirror, face dripping. He peers closer, at
his face. Something strange is happening. The features aren't
solid, they're moving, melting, as if Norman has dropped some
extremely heavy acid.

Now, to his horror, his face actually tears in two, ripping right
down the middle, and one whole face slithers out of his own,
taking up position right next to it.

But this is a hideous face, faintly resembling his own. It's
mechanical, grotesque, with a sickening greenish hue. In fact, if
it looks like anything, it's that insect-looking helmet we saw
back in the lab at OsCorp, the one that's used to control that
flying glider.

The second face speaks, with a voice that is like Osborn's, but
different, warped, other-than-human. This is the GREEN GOBLIN'S
voice. (More on the name later.)

                        GREEN GOBLIN
            Osborn...

                        OSBORN
            Who... who are you?!

                        GREEN GOBLIN
            I am the voice you refuse to hear...
            The dream you're afraid to
            remember...

                        OSBORN
            What do you want?

                         GREEN GOBLIN
            To say what you won't... To do what
            you can't...

                        OSBORN
            What do you mean?

                        GREEN GOBLIN
            You already know...

Horrified, Osborn shakes his head from side to side- no, not that-
It seems he does know.

                        GREEN GOBLIN (cont'd)
            There is a weak link.

                        OSBORN
            No!

                        GREEN GOBLIN
            A threat to the company.

                        OSBORN
            Don't talk like that!

                        GREEN GOBLIN
            One day he will destroy it.

                        OSBORN
            Don't say these things!

                        GREEN GOBLIN
            Lay waste to your grandfather's
            company...

                        OSBORN
            Please...

                        GREEN GOBLIN
            Unless he's stopped. Before it's
            too late.

                        OSBORN
            That isn't true!

                        GREEN GOBLIN
            You believe it is.

                        OSBORN
            I've never thought that!

                        GREEN GOBLIN
            You think that every day.

                        OSBORN
            But he's- my God, he's-

                        GREEN GOBLIN
            Abraham was willing... he had the
            strength... so too do I.

                        OSBORN
            What are you going to do?!

The face begins to move, sliding grotesquely back into Osborn's
own face.

                        GREEN GOBLIN
            Protect the company...

Osborn SHRIEKS, grabs hold of his head as the Goblin melds back
into him- it hurts!

                        OSBORN
            God, no, no, please-

                        GREEN GOBLIN
            Find the weak link.

                        OSBORN
            HE'S MY SON!!!

                        GREEN GOBLIN
             Break it in two.

                                                   CUT TO:

EXT.   COLUMBUS CIRCLE - DAY

Harry Osborn stares up into the sky, a look of childlike innocence
and wonder on his face.

                         HARRY
             Isn't it great?

Harry and M.J. are in the middle of the crowd in Columbus Circle
on a beautiful early winter morning. Giant balloons float high in
the air as the Thanksgiving Day Parade makes its way down Central
Park West, bound for Broadway and Times Square.

Harry looks down at the tickets in his hand.

                         HARRY (cont'd)
             Come on, our seats are right up
             front!

He takes her hand and leads her toward a reviewing stand, tall
bleachers three stories high, set up nearby.

ON THE REVIEWING STAND,

These are the expensive seats. The MAYOR OF NEW YORK sits next to
a visiting FOREIGN LEADER, a grim-faced guy. The Mayor makes
conversation through INTERPRETERS.

                         MAYOR
             Ah! Yes, that one is Snoopy, a sort
             of devil-may-care dog who flies his
             doghouse around and pretends to be
             a World War I pilot.

The Interpreter interprets, but the Foreign Leader looks baffled.

                         MAYOR (cont'd)
             World War I? The Great War? War to
             end all Wars?
                   (low to his aide)
             Did they sit that one out?

NEARBY,

Harry and M.J. arrive, find their seats.

IN THE STREET,

Peter Parker works his way through the crowd, loaded down with
cameras. He raises his camera, squeezes off a few shots.

THROUGH HIS LENS,

Peter searches the crowd, finds M.J. and Harry. He sees Harry lean
over to give her a kiss. Was it Peter's imagination, or did M.J.
give Harry a cheek when he wanted lips? Hope!
ON THE STREET,

Peter suddenly stops what he's doing, rubbing the back of his
neck, his Spider-Sense going off. He looks around, doesn't see
anything.

ON THE REVIEWING STAND,

The Mayor is still doing his best with the Foreign Leader.

                          MAYOR
              Oh, here comes Garfield, my
              favorite! Garfield is a wonderful
              sort of, uh, sarcastic cat.
                    (the Interpreter looks
                    puzzled)
              "Sarcastic cat?" Don't you have a
              word for that?

The Mayor turns, hearing something. So do the others around him.
It's a high-pitched WHINING sound.

ON THE STREET,

Peter is really going crazy, certain there is a problem somewhere,
but not sure where it is. He looks up.

IN THE SKY,

Something darts in and out of the clouds, something small and
very, very fast.

ON THE REVIEWING STAND,

The Mayor is squinting up into the sky, at the source of the
buzzing.

                          MAYOR
              I, uh... I'm not familiar with that
              one, it must be new this year.

He raises a pair of binoculars.

IN MID-AIR,

We're flying, a first-person shot. A deranged CACKLE echoes over
the whine of a jet-engine turbine.

ON THE STREET,

A bunch of COPS have noticed it too. They look up.

Whatever-it-is comes through for another pass, lower this time.
But it passes so fast, zigzagging through the floats, that we
can't really get a handle on it.

The crowd APPLAUDS. Must be part of the act.

ON THE REVIEWING STAND,
The Foreign Leader applauds, smiles for the first time. He likes
this bit.

ON THE STREET,

The Cops relax. Guess it's part of the show. But Peter senses
trouble. He elbows his way through the crowd and takes off down
the street, toward the mouth of an alley.

IN MID-AIR,

Whatever-it-is curls up into the sky, banks, and hovers right over
us, giving us our first good look at it. It's the GREEN GOBLIN,
clad in form-fitting dark green with a decidedly military look to
it. That grotesque, skin-tight helmet is pulled over its face,
green mechanical eyes shining brightly through it. The Goblin has
both legs astride a small flat flying wing, big enough for one,
with footholds on either side of a single jet engine- both helmet
and wing are the ones we saw back in Otto Octavius' lab.

The Goblin's head twitches, the Glider responds immediately,
banking and plummeting-

-straight down toward the street!

He flies right down into the thick of the crowd, which SCREAMS and
scatters, and he SLAMS through a line of Cops, sending them
tumbling in all directions. Reaching into an armament pouch
(should we call it a Goblin bag?) fitted on the side of the
Glider, the Goblin drops a small orange pumpkin-shaped grenade in
the middle of them.

The Goblin races on around Columbus Circle at chest level, people
SCREAMING and leaping out of his way as he CACKLES maniacally,
dropping pumpkin bombs left and right.

He reaches the end of the street and rockets straight up into the
sky, disappearing into the clouds.

IN AN ALLEY,

Peter finishes surreptitiously webbing a camera into place on a
second floor balcony, pointed at the reviewing stand. He sets the
shutter on automatic and starts to unbutton his shirt, revealing
his Spider-Man costume underneath.

ON THE STREET,

ZAP-FLASH! A pumpkin bomb explodes in a brilliant orange flash, so
bright and searing it turns everything into an X-ray image for a
split-second, showing us the skeletons of the Cops grouped around
it. When the flash fades-

                           COP 1
               I CAN'T SEE!!

The other Cops start shouting too, they have all suffered the same
fate, they are completely blind!

ON THE REVIEWING STAND,
M.J. and Harry throw their hands to their faces, SHOUT in surprise
and alarm, they too are unable to see.

HIGH UP ABOVE THEM,

The Goblin looks down joyfully as the other bombs go off, one
after the other, like a circle of flashbulbs popping off all
around Columbus Circle.

ON THE REVIEWING STAND,

It's chaos. The bombs have blown out two of the supports of the
reviewing stand, and it lurches off to one side, swaying. People
SCREAM and SCRAMBLE.

IN MID-AIR,

Over the WAILS OF ANGUISH rising up from the street below, the
Green Goblin spins his Glider around and plummets straight toward
the reviewing stand, the nose of the Glider pointed right at-

-HARRY OSBORN!

The Goblin hits a switch on the center console of the Glider. On
the nose, a sharp-pointed spear rotates into place.

Harry looks up in horror- ME?!

The Goblin flicks a switch, CACKLING WILDLY-

-The spear ROCKETS out of the Glider, flies straight toward Harry,
and-

-THWIP!

A single web strand shoots gracefully out of nowhere, intercepts
the spear just inches from Harry's chest, and flips it away.

IN MID-AIR,

The Goblin looks up, amazed. Now- THWIP-THWIP-THWIP!- a torrent of
web strands curl around the engine of his Glider, yanking it down
to street level and binding it to a cement post.

ON THE STREET,

Goblin and Glider are yanked to an abrupt halt. Enraged, the
Goblin looks around for whoever dared to thwart his plans.

As panic and mayhem engulf the streets around them, Spider-Man
descends calmly from a lightpost behind the Goblin, hanging
upside-down from a web.

                          SPIDER-MAN
              Hey.

The Goblin whirls around, furious.

                          SPIDER-MAN (cont'd)
              I wear the tights in this town.
POW! Spider-Man uncorks a powerful punch that sends the Goblin
sailing back across the street, legs still straddling his Glider.
He SMACKS into a wall.

ABOVE THEM,

Rivets CRACK and POP out of the reviewing stand as it begins to
collapse. M.J. and Harry still stand in the middle of the swaying
stand, like skaters on thin ice.

                           M.J.
              Oh, no...

IN THE STREET,

The Goblin recovers himself, spins upright on his Glider, and
SHOUTS at Spider-Man.

                          GREEN GOBLIN
              Get out of my way or I'll destroy
              you!

                          SPIDER-MAN
              "Get out of my way or I'll destroy
              you, please."

The Goblin whips a boomerang out of his Goblin bag and SLICES the
web strand that binds the Glider. He hits the acceleration and the
Glider ROCKETS forward, straight at Spider-Man.

The web-slinger leaps at the last second and lands on the side of
a building, three floors up.

DOWN BELOW,

The Goblin is going too fast to stop, and sails right through the
open door of an office building.

INT.   OFFICE BUILDING - DAY

The Goblin Glider blasts through the building at top speed,
SMASHES through a window on the other side of the lobby-

EXT.   CITY STREET - DAY

-comes out of the opposite street, loops up, over the intervening
buildings-

EXT.   COLUMBUS CIRCLE - DAY

-and plummets down again, straight toward Spider-Man, who's still
on the side of the building.

Spidey flattens himself against the building, the Glider SCRAPES
past, Spidey releases his grip, and he lands square on top of the
Goblin's shoulders, legs straddling him.

The Goblin SCREAMS and loses control of the Glider. It rockets
down the street, spinning over and over.

IN THE AIR,
A news helicopter whips around, a CAMERAMAN hastily points his
lens at the incredible mid-air battle.

THROUGH HIS LENS,

We see the Goblin and Spider-Man, locked in battle, a video image
that turns into someone's television set, and we're suddenly in-

-somebody's dingy basement apartment, where we're watching a
television report about the mayhem at the parade. A METAL CLAW
snakes around a bottle of bourbon. A SECOND CLAW comes into frame,
twists the cap off. A THIRD CLAW drops some ice into a glass while
the first claw pours.

As the ice CRACKS, the second claw raises the glass to the lips of
Dr. Otto Octavius, who is seated in a ratty armchair in front of
the television, glowering at the screen.

Octavius looks like hell. He's shirtless, huge lumpy pink gashes
crisscrossing his chest every which way, all around the area where
the metal corset was seared into his blackened flesh. He seethes
as he stares at the screen, watches the report, sees the herky-
jerky footage of the Green Goblin atop the Glider.

                         OCTAVIUS
             That... is MINE!

He stands, hurls the glass to the carpet with one arm, shakes a
fist in the air with the other arm, puts a metal claw through the
TV screen with the other arm, sweeps the bottles and things off
the countertop with the other arm, punches a hole in the wall with
the other arm, and punches a hole in the ceiling with the other
arm.

                         OCTAVIUS (cont'd)
             MINE MINE MINE MINE MINE!!!

The TV image of the Goblin abruptly becomes reality again, and
we're back-

ON BOARD THE GLIDER

Where the Goblin finally regains control.

                         GREEN GOBLIN
             I'm warning you, Spider-Man! I'm
             no purse snatcher or chain-grabber!
             I am like you! I am more than you!

The Goblin throws a furious punch that sends Spider-Man flying off
the Glider. Spidey sails through the air-

EXT.   ROOFTOP - DAY

-and SMACKS neatly up against the side of a glass building, splay-
legged.

ON THE REVIEWING STAND,
Harry and M.J. are part of the crowd that's madly climbing across
the swaying bleachers, trying like hell to get off them.

A huge support beam CRACKS and falls, SMASHING through the
bleachers between them. M.J. stumbles, falls, the beam rolls over
and pins her leg beneath it- not hard enough to break it, just
hard enough to trap her there.

Harry hears her SCREAM, but he claws at his eyes, he can't see her
to help her!

                        HARRY
              M.J.!

ON THE SIDE OF THE BUILDING,

Spider-Man pivots as the Goblin, above, circles around for another
pass. Behind the Goblin, he sees something even more terrifying-
M.J., trapped inside the collapsing reviewing stand, Harry trying
to reach her.

                        SPIDER-MAN
              M.J.!

The Glider comes in, low and hard, straight at Spider-Man, who
shoots a web onto the building across the street. At the last
second, he leaps out of the way, swinging out into the air.

ON THE GLIDER,

The Goblin pulls out a boomerang and hurls it.

IN MID-AIR,

The boomerang ZIPS through the air and slices across Spidey's
hand!

Spider-Man SHOUTS in pain as the boomerang makes a long, jagged
cut right across his palm, severing his webbing in the process.

ON THE GLIDER,

The Goblin sees the cut and SHRIEKS with glee as the boomerang
doubles back toward him.

IN MID-AIR,

Spider-Man falls, straight down, plummeting toward the pavement.

ON THE GLIDER,

The Goblin catches his boomerang, sees the blood glistening on its
edge, and watches Spider-Man fall.

IN MID-AIR,

Just two floors from becoming a smashed spider, Spider-Man reaches
out and grabs hold of a flagpole that juts out from the side of a
building. His grip is strong, he flips around it twice, releases,
sails through the air, and lands-
ON A ROOFTOP,

-on a rooftop, hard. Spider-Man rolls over, GROANING, in terrible
pain, clutching a badly wrenched ankle.

ON THE REVIEWING STAND,

Boards are falling, the whole rickety thing is about to go,
everyone is climbing crazily to get off it, but nobody's helping
M.J., who is trapped in the middle of it all, her leg pinned under
the beam.

Harry is straining to reach her, but he can't quite get to her
with his outstretched hand. A beam falls, SMASHES through the wood
next to him, SPLINTERING it. Rivets ROCKET OFF in all directions
like crossfire.

Frightened, Harry pulls back.

                          HARRY
              I'll get help!

                          M.J.
              No! Don't leave me here!

Harry hesitates, torn- turns and climbs away, off the bleachers.

                          M.J. (cont'd)
              HARRY!

IN THE AIR,

The helicopters that were covering the parade have noticed the
reviewing stand and are racing over toward the scaffolding.

ON THE REVIEWING STAND,

A huge beam GROANS ten feet over M.J., at a forty-five degree
angle. It is going to fall, the question is, will she be there
when it does?

She pulls harder, trying to wrench her leg out from under the
beam.

BELOW, ON THE ROOFTOP,

Spider-Man leaps to his feet, sees M.J. above him. He runs, hurls
himself off the side of the building, and lands on the
scaffolding, about thirty or forty feet beneath her. He starts to
climb toward her, straight up. (And if you've never seen Spider-
Man on scaffolding, it is something.)

UP ABOVE HIM,

M.J. sees the helicopters coming.

                          M.J.
              Thank God! Help me!

The helicopters arrive, the doors open-
-and they point their cameras at her. Some help!

From below, Spider-Man is approaching.

                          SPIDER-MAN
              HANG ON!

She looks up. The GROANING BEAM shudders, begins to fall.

Spider-Man hurls himself the last few feet, lands in the middle of
the wreckage, standing right over M.J.

The beam falls-

-and he catches it, holding it aloft with one hand, a display of
incredible strength.

He reaches down with the other hand, grits his teeth, and lifts
the beam that is pinning M.J. in place.

She drags herself free, Spider-Man BELLOWS with effort as he hurls
the beam away from them-

-and the bleachers finally collapse, beams falling straight toward
them, no way he'll be able to stop these.

He grabs M.J. with one arm, bends his legs, and leaps! It's an
incredible jump, three stories, straight up into the air-

IN MID-AIR,

-and at the apex of his jump, he shoots out a web, it catches on
the side of a building, and he swings away as the scaffolding
implodes in a would-have-been deadly rumble of wood and metal.

M.J. looks at Spidey, wide-eyed, thrilled.

                          M.J.
              I knew you'd call!

IN THE STREET,

Harry Osborn, who is racing across the street with two FIREMEN,
stops in his tracks, watches M.J. and Spider-Man swinging away,
out over the city.

A swarm of PEOPLE race around Harry, he is buffeted by the crowd,
but he can't take his eyes off the vanishing superhero who just
stole his girl.

ON A ROOFTOP,

The Goblin lands his Glider and hops off. He goes to the edge and
looks down- in the swarming crowd, he'll never find Harry again.

He looks up, sees Spider-Man flying away, across the city. The
Goblin's face sets in a horrible, determined grimace.

                          GREEN GOBLIN
              I may not be able to kill you,
              Spider-Man... but if it's the last
            thing I do, I'll make you wish you
            were dead!

ON A ROOFTOP FAR AWAY,

Spider-Man comes in for a landing, sets M.J. down gently.

                        SPIDER-MAN
            This is where you get off.

                         M.J.
            Promise?

He turns to go, but she holds onto him.

                        M.J. (cont'd)
            You're bleeding!

She pulls out a handkerchief and wraps it around his hand, where
the boomerang slashed him.

                        M.J. (cont'd)
            Does that hurt?

He shakes his head, in heaven, thrilling to her touch. She moves
her hand around on his arm, feeling him.

                         M.J. (cont'd)
            Wow.

She slides her other hand lightly over his chest.

                        M.J. (cont'd)
            Honey, you are built.

                        SPIDER-MAN
            I... got to go...

He leaps up onto the side of the building, doing a mid-air flip so
he's clinging to the wall upside-down, right above her head.

                        M.J.
            Hey! Don't I get to say thank you
            this time?

She stretches up, on her tiptoes, and leans in close to him. She
kisses him, open-mouthed, brushing her lips along the outside of
his mask. He nearly swoons, leans in for more-

-then pulls back. This is his best friend's girl!

                        SPIDER-MAN
            I really gotta go.

But he doesn't move. She whispers, close and breathy.

                        M.J.
            How come? Got a Mrs. Spider-Man
            waiting somewhere?
He pivots and takes off, disappearing over the edge of the
building. M.J. rushes forward and watches him swing away into the
city. She is breathless.

                         M.J. (cont'd)
             Yowza.

                                                   CUT TO:

INT.   HARRY'S APARTMENT - DAY

A door opens and Harry Osborn looks surprised.

                         HARRY
             Dad! You're early.

Norman Osborn takes a few proprietary steps into the apartment.
He's sweating.

                         OSBORN
             Happy Thanksgiving to you too.

                         HARRY
             You're not going to believe what
             happened at the parade! M.J. and
             I were almost...

                         OSBORN
             I know. I heard all about it.

He settles onto the sofa next to M.J., wipes the sweat from his
forehead with a handkerchief. He looks up at Harry, consumed with
guilt.

                         OSBORN (cont'd)
             Are you... all right, son?

                         HARRY
             I'm fine.
                   (off Norman's concerned
                   look)
             Really. Thanks for asking.

                         M.J.
                   (pause)
             I'm fine too. Thanks.

                         OSBORN
                   (ignoring her)
             Harry, I know I've... let you down.
             On occasion. In the past.

He glances at M.J. in irritation, wishes she wasn't there, but
he's got to get this off his chest.

                         OSBORN (cont'd)
             Let's just say... I didn't know
             what I was doing. And that it
             won't happen again.

                         HARRY
             Thanks, Dad.
                   (what's up with you?)
             Hey, why don't we have a
             Thanksgiving dinner? I didn't make
             anything, but the three of us
             could go out.

                         OSBORN
                   (back to the old Norman)
             Can't today, working. But I'd be
             happy to pick up your check.
             Where's this new tenant of ours?
             I'm afraid I need to meet him and
             go.

                         HARRY
             He's not a tenant. He goes to
             school with me. He's you know, an
             amigo.

EXT.   APARTMENT BUILDING - DAY

WHOOSH! Harry's amigo, dressed as El Hombre Arana at the moment,
lands on the side of his apartment building, injured. He pivots
awkwardly, favoring his injuries, and crawls down a few floors.

He finds his window, slides it open, and crawls inside.

INT.   PETER'S BEDROOM - DAY

Peter pulls off his mask and drops onto the floor in his bedroom.
He's bleeding from the cut on his hand and his ankle is killing
him.

IN THE LIVING ROOM,

They hear a THUD as he hits the floor.

                         OSBORN
             Speak of the devil.

                         HARRY
             That's weird, I didn't know he was
             here.

                         M.J.
             Peter?

She gets up and heads for his bedroom.

IN PETER'S BEDROOM,

He whips around and looks at the door, wild-eyed. He sees shadows
moving in the light under it, hears M.J.'s voice calling to him.

He's still in his costume, mask off, holding a bundle of street
clothes.

IN THE LIVING ROOM,
M.J. is nearly to the door. Norman and Harry just behind her. She
turns the handle, opens it, and they all see-

IN PETER'S BEDROOM,

-nothing. The room is empty.

Osborn leans past her and glances around the room. Kind of a mess,
clothes and books and science equipment scattered everywhere. But
no Peter.

We look up. Peter, in full costume but without his mask, clings to
the ceiling not two feet over their heads, clutching his bundle of
street clothes under his arm. He looks at his right hand. A big,
fat drop of blood is oozing out from the cut, right over Osborn's
head. Peter bites his lip.

                         OSBORN
             Tell him we don't have maid service.

The drop of blood falls-

- and Osborn turns to walk out. The drop hits the light-colored
carpet, right where he was standing. Osborn, the last in the
doorway, freezes, tilts his head at the sound. Good hearing, man.

The other two leave, but Osborn turns and walks back to where he
was standing.

On the ceiling, Spidey's eyes widen - oh no. Osborn is directly
below him.

Osborn bends down, studies the carpet. He sees the drop of blood.
Quickly, he looks up at the ceiling above him.

There's nobody there.

He turns, looks at the open window. He walks to it.

FROM OUTSIDE THE WINDOW,

We see Spider-Man, clinging to the side of the building, curled
over the window as Osborn comes, leans outside, and looks in both
directions.

Apparently satisfied, he turns and goes back inside. Spidey
breathes a sigh of relief.

INT.   HARRY'S APARTMENT - DAY

The front door to Harry's apartment opens again. Peter attempts a
casual entry, now dressed in street clothes.

                         PETER
             Did you see it? Did you see what
             happened? Man, I hope I got a
             decent picture!

                         HARRY
             Pete, there you are. This is my
             father, Norman Osborn.
                        PETER
            Oh! Pleasure to meet you, sir.

                        OSBORN
            Likewise.

Osborn steps forward. Forgetting, Peter extends his right hand,
the one with the cut, which has been hastily wrapped up. Osborn
takes it and squeezes, Peter GASPS.

                        OSBORN (cont'd)
            Sorry... hurt your hand?

Still holding Peter's hand, he pulls it into view.

                        PETER
            Broken glass. Landed on it.

                        M.J.
            You landed on it?

                         PETER
            Yeah. I'm an idiot. I was trying to
            get a picture of that thing in the
            sky and I stepped right out in front
            of a taxi. Must have knocked me
            twenty feet.

                        OSBORN
            Better have me take a look at it.

Osborn unwraps the handkerchief, takes it off Peter's hand,
revealing the jagged cut made by the Goblin's boomerang.

Osborn's eyes widen, he looks directly into Peter's eyes.

                        OSBORN (cont'd)
            You've got to be more careful in the
            streets. This city's full of lunatics.

Peter nods, uneasy. We pan around behind him, we see the hairs on
the back of his neck - standing up. Spider sense going off like
crazy. Peter furrows his brow, rubs the back of his neck. Can't
figure it out.

                        PETER
            Just a... few cuts and scrapes.
            I'll be fine.

Avoiding Osborn's gaze, he limps over to the couch, where M.J.
helps him to sit down, concerned. Osborn watches him as he walks,
studying the limp. Thinking. Always thinking.

Peter sits, noticing Osborn's glare. What's going on here?

While Harry and M.J. start peppering Peter with questions, Osborn
just stares at him, long and hard. He looks down, at the bloody
handkerchief that wrapped Peter's hand, which he still holds. He
slips it into his pocket.
                         OSBORN
             I really should be going. Harry?

He nods toward the hallway, for Harry to join him.

IN THE HALLWAY,

Osborn leaves the apartment, followed by Harry. Osborn pulls the
door nearly shut behind him. But not all the way shut.

                         OSBORN
             A word to the not-so-wise. That
             little tart will be gone at the
             first sign of trouble and she'll
             take half your trust fund with
             her.

                         HARRY
             But-

                         OSBORN
             I'm not finished.

IN THE APARTMENT,

Osborn's voice can be heard clearly in here, as the door is
standing ajar. Peter throws an anxious look at M.J., who listens
while Norman Osborn assassinates her character and Harry mumbles,
softly, offering no objections.

M.J. looks at him. Peter looks away, embarrassed for her. After a
moment, Harry comes back in and closes the door. There's a long,
awkward pause. Finally:

                         M.J.
             Thanks for standing up for me,
             Harry.

                         HARRY
             He just doesn't understand.

                         M.J.
             You know what? He's right. I
             don't know what I'm doing with
             you either. That creep is right.

                         HARRY
                   (suddenly angry)
             That "creep" is my father! If I'm
             lucky, I've got the brains and the
             guts to become half of what he is,
             so you just watch your mouth, you
             little-

                         M.J.
             You're becoming somebody's father,
             all right. Mine.

She storms out of the apartment, SLAMMING the door behind her.

EXT.   APARTMENT BUILDING - DAY
M.J. storms out of the building and hurries down the sidewalk.
Peter hurries up behind her, takes her by the arm to stop her.

                         PETER
             M.J., wait, you've got to understand
             Harry-

                         M.J.
             I do, better than I ever have. Twice
             today, I needed him, really needed
             him, and he wasn't there. I need, I
             need- look, I don't have a clue what
             I need, okay? There isn't a person
             on this earth who knows me, including
             me.

She covers her face. Peter reaches out, puts a hand on her
shoulder.

                         PETER
             I know you. I grew up six feet away
             from you. I knew when you were happy,
             I knew when things were bad- you'd
             play Nirvana. I'd lie in bed and
             listen to you crying. "All alone is
             all we are." Well, you're not alone,
             okay? You never have been.
                   (embarrassed, this is
                   going too well)
             I want you to know that.

She looks at him, thinking about him, in a way, for the first
time.

                         M.J.
             There's only one guy who's ever been
             there when I needed him.
                   (Peter looks hopeful)
             And he wears a leotard.
                   (laughs, in spite of
                   herself)
             God, I'm a mess.

INT.   HARRY'S APARTMENT - DAY

Harry stands at the window in his apartment, looking down at the
street, far below. He sees M.J. and Peter, in urgent conversation.

He steps over to a telescope that's pointed out over the park. He
swings it down into position, to look at them.

THROUGH THE TELESCOPE LENS,

We see M.J. and Peter, talking urgently, Peter explaining things,
comforting her, touching her arm, pleading Harry's case on his
behalf.

M.J. listens, listens- and then steps forward, puts her arms
around Peter, and holds on tight. Peter turns, we see his face as
he closes his eyes, in heaven in her arms.
THROUGH THE LENS THE OTHER WAY,

We see Harry's enormous eye, watching them, the embracing couple
reflected in his glassy pupil. The eye widens, jealousy is born.

                                                   CUT TO:

THE DAILY BUGLE

Has a front page picture of Spider-Man and the Green Goblin, doing
battle atop the Goblin Glider, next to the headline:

                        HAPPY FREAKS-GIVING!
            Spider-Man, Green Goblin Terrorize City!

We zip down to the corner of the page, where a tiny photo credit
is printed, under the picture:

                        Photo by Peter Parker

IN JAMESON'S OFFICE:

The paper crumples, revealing the face of Jonah Jameson, proudly
chewing a cigar in his office. (By the way, on the wall behind
Jameson is a framed photograph of a handsome young astronaut.)
Peter Parker stands opposite him- he seems nervous.

                        JAMESON
            You like that, "Green Goblin?" Made
            it up myself. Ever since Spider-Man,
            they all gotta have a name. HOFFMAN!
            Call the patent office and copyright
            the name Green Goblin! I want a
            quarter every time somebody says it!

                        PETER
            Spider-Man wasn't terrorizing the
            city, he was trying to save it! How
            could you say that, it's libel!

                        JAMESON
            What are you, his lawyer?

                        PETER
            It's slander!

                        JAMESON
            So let him sue me, and get rich like
            a normal person, that's what makes
            this country GAAAACK!

That "Gack" was because a long, steely claw has suddenly wrapped
around Jameson's throat and squeezed. Jameson's whole body lifts
up into the air, Peter GASPS and leaps back, Jameson CHOKES for
breath-

-and Otto Octavius climbs through the open window of Jameson's
office! He's using his human arms to pull himself into the room,
meanwhile, one claw remains on Jameson's throat, the other is
wrapped around his torso to lift him off the ground, and the other
ones are waving and SNAPPING in the air, to hold Peter at bay.

Jameson manages to choke out a few words.

                        JAMESON (cont'd)
            Who... are you?!!

                        OCTAVIUS
            I am Otto Octavius. Where is Peter
            Parker?

Peter's eyes widen. He freezes. Jameson chokes, GASPS, can't get
words out. His face is turning crimson. He gestures- put me down.

Octavius releases his throat, BANGS Jameson back down on the
floor, one tentacle still wrapped around his torso to hold him
there.

Peter's hand goes instinctively to his shirt, under which he wears
his Spidey costume- but where to change? He makes a move for the
door, but a tentacle reaches it first, SLAMS it shut, LOCKS it
against the PEOPLE who are racing up to it from outside.

                        OCTAVIUS (cont'd)
            Parker, I said! The photographer
            who took the picture! Where is he?!

                        JAMESON
            He isn't here! He's a free-lancer,
            we don't even know where he lives!

SMACK! The tentacle goes back around Jameson's throat and another
tentacle grabs hold of his phalum bwe-bwe. Squeezes.

                        OCTAVIUS
            You're lying.

Jameson opens his mouth, words come out.

                        PETER
            I'm Peter Parker.

They weren't Jameson's words, they were Peter's. Immediately, all
four tentacles release Jameson and he collapses to the carpet. The
tentacles slither and CRACK through the air, suddenly swirling
around Peter like airborne vipers. He dares not move.

                        OCTAVIUS
            The man in the mask, the "Green
            Goblin." Who is he?

                        PETER
            Why?

The tentacles SNAP like bullwhips.

                        OCTAVIUS
            I HAVE BUSINESS WITH HIM! WHO
            IS HE?!
                         PETER
             I don't know. I never saw his face.

Octavius is livid. He peers more closely at Peter, one tentacle
grabs his chin, turns his face toward him.

                         OCTAVIUS
             How did you get that picture?

                         PETER
             Got lucky. Right place at the
             right time.

                         OCTAVIUS
             I'll be watching you, Peter Parker.
             In case you're ever "lucky" again.

Octavius turns and heads back for the window. Jameson, who has
regained himself, struggles to his feet, rubbing his neck.

                         JAMESON
             Next time call for an appointment,
             Doctor... Doctor... Octopus.

SMACK! SLAP! PUNCH! OOOFF!!

The tentacles smack Jameson in the 1) chin, 2) cheek, 3) gut, and
4) ribs. He doubles over in pain.

                         OCTAVIUS
             Don't call me that!

Okay, from now on, we'll call him "Doc Ock." In a flash, Doc Ock
is gone, out the window. Peter and Jameson hurry over, Jameson
still GROANING in pain. They lean out the window and look down.

OUT THE WINDOW,

They see Doc Ock, climbing straight down the building, tentacles
grabbing and releasing the side of the building, punching through
the windows, smashing through brick. In the street, PEOPLE see,
POINT, and SCREAM, cars crash into each other. It's quite a sight,
and none too cheap!

                          JAMESON
                   (shaking his head)
             City just isn't the same since
             Rudy's gone.

INT.   NORMAN OSBORN'S DRESSING ROOM - NIGHT

At home, in his dressing room, Norman Osborn pulls Peter's
bloodied handkerchief from his pocket, looks at it.

He raises his other hand. He's holding the Goblin's boomerang, its
serrated edge red with crusty blood. Spider-Man's blood.

INT.   NORMAN OSBORN'S OFFICE - DAY
A piece of paper with the bold words LAB REPORT at the top makes
its way across the expensive rug in Norman Osborn's office at
OsCorp, clutched in the hand of an AIDE.

The paper slides across the desk, to Norman, who pulls it around
and studies it as the Aide scurries out of the room.

His eyes skim down the page, past the words "BLOOD MATCH TEST
RESULT," all the way down to a single word, boxed in red at the
bottom of the page:

                         POSITIVE

Norman Osborn smiles.

                         OSBORN
             Peter Parker...

INT.   M.J.'S BEDROOM - NIGHT

M.J., alone and forlorn, stares out the open window of her crappy
apartment, letting in the blasts of cold air and fresh-falling
snow. She looks out the window longingly, staring at the city,
searching its rooftops for:

                         M.J.
             ...Spider-Man!

                                                   CUT TO:

INT.   AUNT MAY'S BEDROOM - NIGHT

Back in Peter's boyhood home, Aunt May is in her flannel
nightgown, getting ready for bed. She turns the bed down
carefully, smoothes the pillow.

She walks to her bathroom past a window. The drapes are still
open. She fills a glass of water, carries it past the window
again, and brings it to the night table.

She sets it down on the night table, next to a raft of
prescription pill bottles.

She turns, her back to the window, and kneels down next to the
bed. Her knees CREAK, it's painful for her, she folds her hands
and closes her eyes in prayer.

                         AUNT MAY
             Our Father, who art in Heaven,
             hallowed be thy name.

Behind her, the drapes are still open. Out the window, a tiny
speck appears on the horizon. But that speck is approaching. Aunt
May is kneeling with her back turned, she has no idea.

                         AUNT MAY (cont'd)
             Thy kingdom come, thy will be done,
             on earth as it is in Heaven.
The speck grows larger fast, it's the Green Goblin, on his glider,
headed right toward the window, but just before he is about to
smash right through the window he stops, abruptly, staring inside.

                         AUNT MAY (cont'd)
             Give us this day our daily bread...

The Goblin tilts his head, as if listening to her strange
murmuring. As his helmet tilts, cocking off to the side like the
RCA Dog.

                         AUNT MAY (cont'd)
             ...and forgive us our trespasses as
             we forgive those that trespass
             against us. Lead us not into
             temptation, but...

With an incomprehensible burst of acceleration, the Goblin hits
the gas and the glider rockets forward, EXPLODING through the
window, sending SHATTERING glass flying in all directions.

Aunt May spins around, horrified, and falls to the floor, on her
back. The Goblin hovers over her terror-stricken face. The room
slowly fills with green vapor and the low, horrible BUZZ of the
glider's engine.

                         AUNT MAY (cont'd)
             ... but... but... but...

Aunt May pales, her eyes pop wide, staring up into the inhuman,
yellow eyes of the Goblin's helmet, now just twelve inches
separate her from those eyes.

                         GREEN GOBLIN
             FINISH IT! FINISH IT!

Her hands clutch her chest, she GASPS:

                         AUNT MAY
             ...DELIVER US FROM EVIL!!

Her body arches, tenses, then goes limp. Her eyes close.

                           GREEN GOBLIN
                     (piously)
             Amen.

ON THE WALLS OF THE BEDROOM,

Green spray paint sprays a hideous message over Aunt May's pastel
flowered wallpaper:

                     CRAWL AWAY, SPIDER!

EXT.   PARKER HOUSE - NIGHT

From across the street, the Green Goblin's horrible CACKLE fills
the neighborhood night.

                                                   CUT TO:
INT.   HARRY'S APARTMENT - DAY

Harry Osborn stands over the telephone in his apartment, his hand
still on the receiver. He looks up. He has some sad news for us:

                           HARRY
             She's gone.

Peter has just come out of his bedroom.

                           PETER
             What?

                         HARRY
             M.J. She just broke up with me, man.
             She scraped me off her shoe. She's
             in love with somebody else.

                           PETER
             Who?

                           HARRY
             I wonder.

                           PETER
             What?

                         HARRY
             Get that innocent look off your
             face, you can't pull it off.

The phone starts to ring.

                         HARRY (cont'd)
             Things just come to you, don't
             they, Golden Boy? You don't even
             have to try, you just have to want
             it. The brains. The grades. This
             apartment, but all that wasn't
             enough, you had to have my
             girlfriend too.

                         PETER
             You're way out of line, man, you're
             paranoid. You don't know what you're
             talking about.

Harry stares Peter down for a long moment. The phone is still
ringing.

                         HARRY
             We're not finished.
                   (snatches up the phone)
             Hello. Yeah? What?

There is a long pause, then he turns to Peter, his face ashen.

                         HARRY (cont'd)
             Someone broke into your Aunt May's
             house. She... Pete, she's...
Before he can finish his sentence-

                                                 CUT TO:

EXT.   APARTMENT BUILDING - DAY

-BANG! The front door of the apartment building flies open and
Peter races outside to the curb, looking for a cab.

Peter runs right out into traffic, desperate. It's morning rush
hour, traffic is bumper to bumper, even if he could find a cab it
wouldn't be able to move.

Peter POUNDS the hood of a car in frustration, the DRIVER SHOUTS
out the window, HORNS HONK, chaos. Peter takes off, down a side
street.

EXT.   ALLEY - DAY

Peter ducks into an alley and turns to his alternative mode of
transportation. Still in his street clothes, he hurls himself at
the side of a building and begins to climb, shrugging off the pain
from his injured ankle.

EXT.   ROOFTOP - DAY

Gaining the building's rooftop, Peter slings out a web and takes
off across the city, not even bothering to strip down to his
Spidey suit.

INT.   HOSPITAL CORRIDOR - DAY

Peter races down a hospital corridor, checking room numbers. He
reaches the last one on the right, ducks inside, and sees-

INT.   HOSPITAL ROOM - DAY

-Aunt May, semi-conscious in a hospital bed. TWO NURSES are at
work on her, she looks rough. The Nurses look up, see Peter and
nod to him to come over.

Peter comes up to the bed, takes Aunt May's frail, papery hand.
She turns her head, sees him through milky blue eyes. Peter's own
eyes fill with tears.

                         PETER
             I'm sorry... I should have been
             there with you... I should have
             been there...

                         AUNT MAY
             Those eyes... the devil's eyes...

                         PETER
             Whose eyes? Who was it?

                         AUNT MAY
             ...horrible yellow eyes!

With a frightened shudder at the memory, Aunt May rolls over and
lapses back into unconsciousness.
Peter's own eyes pop open. Oh, God. Surely she doesn't mean...

                                                    CUT TO:

EXT.   OSBORN MANSION - NIGHT

The Osborn mansion, just off Park. A figure trudges up the steps,
head hung low.

INT.   OSBORN MANSION - UPSTAIRS HALLWAY - NIGHT

Harry Osborn tiptoes up the stairs of the townhouse. He walks
toward the end of a long, long dark hallway, where a light is on.
From the room at the end of the hall, he hears an ANGRY MUTTERING,
but he can't make out any of the words.

                         HARRY
             Dad?

Norman Osborn, dressed in normal clothes, steps into the hallway,
startled. They talk, from this great distance. Osborn is just a
dark shadow.

                         HARRY (cont'd)
             You were right about M.J. You were
             right about everything. I think
             she's in love with Peter.

                         OSBORN
             Peter... Parker?

He takes a few steps forward, closer in this long hallway.

                         OSBORN (cont'd)
             And does he... love her as well?

                         HARRY
             Are you kidding? He tries to deny
             it, but he's been in love with her
             since he was twelve years old.

                         OSBORN
             Reeeeeally. What a... tangled web.

Harry covers his face with one hand, to cover his shame, to hide
the fact that he has begun to sob.

                         HARRY
             I'm sorry. You must think I'm so
             weak. Oh God, Dad, you hate me...
             I know you hate me.

                         OSBORN
             Harry... no, Harry, you mustn't
             say that, you mustn't ever say that.
             Whatever's happened with us in the
             past, it doesn't matter. I love you.
             I love you and I'll do anything I
             can to help you.
Finally, he steps into a pool of light right in front of his son.

                         OSBORN (cont'd)
                   (utterly sincere)
             What kind of dad do you think I am?

                                                   CUT TO:

INT.   HOSPITAL ROOM - NIGHT

Late at night. Dark. Peter sits a lonely vigil next to Aunt May's
bed, in and out of consciousness. He hears a soft TAPPING from the
door behind him. He turns.

M.J. stands in the doorway, holding a bouquet of flowers. Peter
looks at her, then looks away, back at his Aunt.

M.J. comes in, sets the flowers down. She bends over, puts her
arms around Peter's neck, gives him a hug. He closes his eyes,
almost can't bear it. They speak in hushed whispers.

                         M.J.
             Will she be okay?

                         PETER
             Maybe. Maybe not.

Words flow out of him, almost against his will. They speak in
hushed whispers.

                         PETER (cont'd)
             No matter what I do, no matter how
             hard I try, the people I love are
             always... the ones who pay.

                         M.J.
             I been there. I know it feels like
             your fault. I thought it was my
             fault when my dad left, but it
             wasn't. You're good to her. That's
             all you can be. You're good to
             everyone, Peter.

She gives him a kiss on the cheek, a soft, lingering one. This is
almost torture, and it awakens something ugly in him.

                         PETER
             What is this, an audition?

                         M.J.
             What?

                         PETER
             Are you trying out for a new part?
             The best friend? That's what you're
             about to tell me, isn't it? You
             respect me, you admire me, you love
             me, as a friend. Right?! Don't
             bother with that speech, M.J., I've
             heard it plenty of times before.
He gets up and heads for the door, fast.

                         M.J.
             Hey, wait, I...

He turns back, sharply, grabs her by the shoulders, and pulls her
close to him, anger and confusion boiling over. He looks at her,
just inches from him. She is the most beautiful thing on this
earth, and he has never been more powerful. Not as Peter Parker,
anyway.

                         PETER
             If you knew the first thing about
             me, you'd, you'd... if I could just
             tell you...

He stops himself, barely. She looks at him.

                            M.J.
             Peter?
                      (closer)
             Peter?

She's really studying him, staring into his eyes. Is there a flash
of something else there?

                         M.J. (cont'd)
             Something's... different.

She leans closer, thinking, trying to place that look she's seen
before. Peter's face turns to steel, like a cell door closing.

                         PETER
             Keep away from me. I love- people
             get hurt. That's how it works.

He turns and hurries off down the hospital corridor, leaving one
very puzzled chick behind. FLAMES shoot up in front of her-

                                                   CUT TO:

INT.   PARKER LIVING ROOM - NIGHT

-and we see Peter through them, standing in the living room of the
Parker house, where he has built a raging fire in the fireplace.
He's clutching his costume, bunched up in his right hand, staring
down at it, tears streaking his cheeks.

He looks up, at the mantle, at a picture of himself, with Uncle
Ben and Aunt May, taken a couple years ago.

He stares, he clutches his costume, his hand shakes with the
agony, the indecision, the choice.

He hurls his costume into the fire.

The flames ROAR, the orange tongues licking up, consuming it, the
sheer fabric curling up and melting, the stenciled spider outline
warping and dripping down into the flames.

Peter leans against the mantle, in unendurable pain.
EXT.   PARKER HOUSE - NIGHT

Out in front of the Parker house, a DARK FIGURE in an overcoat
stands in the shadows, just outside the arc of light thrown by a
streetlamp.

The Dark Figure stares into the living room of the Parker house,
its drapes wide open. The Figure watches Peter, still leaning
against the mantle, the fire burning brightly in the fireplace.

The Figure waits. Puts a cigarette in its mouth. CLINKS open a
Zippo lighter. Swats a mosquito. And unscrews the lightbulb in the
streetlight. All at once.

Guess who.

In the house, we see Peter leave the living room.

INT.   PARKER HOUSE - BATHROOM - NIGHT

Peter comes into the bathroom of the Parker house, runs the taps
in the sink.

INT.   M.J.'S APARTMENT - NIGHT

In her shabby bathroom, a very disconcerted M.J. bends over her
sink, cups water in her hands, splashes it on her face.

INT.   OSBORN GUEST BATHROOM - NIGHT

In a guest bathroom in Norman's townhouse, Harry Osborn looks up
from having just splashed water on his face. He looks into the
mirror, water dripping from his features-

INT.   NORMAN OSBORN'S BATHROOM - NIGHT

-and in his opulent bathroom, Norman Osborn is also staring at his
recently splashed face. He reaches for a towel, covers his face to
dry it, pulls the towel away-

-and the Green Goblin stares back at him!

Osborn SHOUTS in terror, but stands frozen in front of the mirror.
He watches in HORROR as the Goblin face, again, tears free of his
own, this time not just appearing in the mirror next to his own
face, but floating right out of the mirror, to stare Norman down,
eye to eye.

Osborn stands there, quivering, eye to menacing eye with his alter
ego. There is a knock on the door.

                         HARRY (O.S.)
             Dad? Are you okay?

                         OSBORN
                   (barely maintaining)
             Be... right down... son.

Off, we hear Harry's footsteps as he leaves. Osborn turns back to
face the Goblin.
                         GREEN GOBLIN
             Those ungrateful brats!

                            OSBORN
             Go away!

                         GREEN GOBLIN
             Did they think they could treat an
             Osborn this way? Did they dream
             there would not be hell to pay?

                         OSBORN
             Leave my son alone!

                         GREEN GOBLIN
             Not just the idiot son, Osborn...
             the harlot as well... the
             interloper... All three of them...
             They must be dispatched. From a
             great height...

Osborn suddenly clutches his head, in horrible agony, trying
desperately to maintain sanity.

                         OSBORN
             I am Norman Osborn, I am Norman
             Osborn, I am Norman Osborn...

                         GREEN GOBLIN
             Norman is weak... Norman's a
             waste...

Osborn drops to his knees, hands to his skull.

                         GREEN GOBLIN (cont'd)
             ...AND I'M IN HIS PLACE!!!

                                                  CUT TO:

EXT.   CENTRAL PARK - DAY

Central Park on a cold day. Peter sits on a park bench, overcoat
pulled up against the snow. A figure walks past him, turns, sits.
We can't see the figure, he's just out of frame.

A moment goes by. Peter has a strange feeling. He turns, looks at
the person who just sat down next to him.

It's Uncle Ben!

Peter GASPS. Makes some inarticulate sounds. Uncle Ben flashes an
enigmatic smile.

                            PETER
             You...

                         UNCLE BEN
             Relax, kiddo.
                        PETER
            This isn't possible...

                        UNCLE BEN
            It's a dream, Pete. You're still
            back at home. You fell asleep on
            the sofa, it's about seven in the
            morning. You're gonna wake up in
            a few minutes.

Peter just stares, stunned for a long moment, absorbing this
information. And then, he launches himself across the bench,
grabbing his uncle and hugging him as tightly as he can.

Uncle Ben laughs, taken pleasantly by surprise.

                        UNCLE BEN (cont'd)
            Woah, woah...

                        PETER
            Uncle Ben... Oh God, I'm sorry,
            I'm so sor-

                          UNCLE BEN
            Hey.

He pulls back, sharply, puts his hands on Peter's shoulders.

                        UNCLE BEN (cont'd)
            Don't apologize to me. My life was
            my own; the day I was born I was a
            book that was already written, and
            my story ended how it was always
            meant to end. But you, here, now,
            today... you're a work in progress.

                        PETER
            There's so much I want to ask you,
            so much I want to tell you...

                        UNCLE BEN
            I've only got a minute or two,
            before the doorbell wakes you up.

                        PETER
            I love her, Uncle Ben.

                        UNCLE BEN
            I know you do.

                        PETER
            All I'd have to do is tell her,
            tell her who I really am, and she'd-

                        UNCLE BEN
            Be pretty easy, huh?

                          PETER
            Sure would.

                          UNCLE BEN
             So why don't you tell her?

                         PETER
             Because she wouldn't be safe a
             single minute for the rest of her
             life.

                            UNCLE BEN
             Is that why?

                         PETER
                   (looks at him, knows
                   there's more)
             Partly.

                         UNCLE BEN
             She needs to love you, Pete. Not
             the guy in the mask. But burning
             that mask isn't the way to protect
             her, or yourself. You can't deny
             who you are, buddy.

                         PETER
             Who I am? Because of who I am, you
             were killed. Aunt May almost- who's
             next? How can I be sure no one else
             will get hurt?

                         UNCLE BEN
             You can't. It's called life. You
             can't bet on it, you can't manage it
             or control it, all you can do is
             lead the one you were meant to live.

A faint BUZZING sound starts in the distance. Uncle Ben turns his
head at the sound, looks back at Peter.

                         UNCLE BEN (cont'd)
             Kiddo, the one thing you gotta know,
             the only thing you gotta know, is
             who you are. The rest is just noise.

The BUZZING comes again, more insistent. Peter turns, looks for
it. Next to the park bench, he sees the front door of Aunt May's
house, standing right out here on the grass in Central Park, with
just a frame around it. A MAN stands outside the door, ringing the
bell, visible through a skinny glass window in the door frame.

Peter turns, confused, looks back at Uncle Ben, but he's gone, and
Peter's alone on the bench again. The BUZZING comes once again,
Peter turns back to look at-

                                                    CUT TO:

INT.   PARKER LIVING ROOM - DAY

-the front door of Aunt May's house, in reality, a MAN standing
outside it, ringing the bell, visible through the skinny glass
window beside the door.
Peter sits up, groggy, still fully dressed, same clothes as last
night. He goes to the front door, opens it. A MAN IN A BLACK SUIT
stands in front.

                         MAN
             Peter Parker?

                            PETER
             Yes?

Wordlessly, the Man in the Black Suit hands Peter a creamy white
envelope, then turns and walks away.

Peter looks down at the envelope, curious. He opens it, his eyes
scan the page, the typed letters dissolve into the image,
backwards red letters that spell-

EXT.   OSCORP PLAZA - DAY

-OSCORP.

The early morning is thick with fog. We're high above OsCorp
Plaza, on top of the towering black OsCorp Building, behind its
red neon sign. Down below, we see three solitary figures
approaching the middle of the plaza from three different
directions. The plaza and the building are deserted at this hour.

DOWN ON THE GROUND,

Peter, walking toward the plaza, recognizes one of the people
coming toward him.

It's M.J. Peter looks to his left, recognizes the other person.
It's Harry.

They meet one another in the middle of the plaza.

                         HARRY
                   (to Peter)
             Well? What do you want?

                         PETER
             Me? She sent me a-

                         M.J.
             Harry, you're the one who-

She stops herself and the three of them stare at one another in
confusion. But they aren't looking at each other for long before
they hear something, something WHISTLING as it sails through the
air.

It lands with a CLUNK about twenty feet from them, whizzing out of
the fog from above. It bounces twice, hard, rolls to a stop right
in the middle of them. They all take a step back, away from-

-a pumpkin bomb.

                            HARRY
             Oh, God...
They all leap back as the bomb EXPLODES.

Harry, Peter and M.J. each hit the ground with a CRUNCH, stunned
by the force of the bomb. Suddenly, the WHISTLING sound comes
again.

Another pumpkin bomb drops inexplicably out of the fog, lands to
one side of them. They leap to their feet and take off as the
second bomb EXPLODES behind them. They turn in another direction,
but a third pumpkin bomb THUNKS to the ground in front of them.
They change directions again, scampering away just before the
third bomb EXPLODES.

                        HARRY (cont'd)
            This way!

Peter and M.J. follow him, racing toward the twin glass elevators
that run up the side of the OsCorp Building. Harry whips a set of
keys from his pocket, fumbles to key the elevator.

Another bomb drops behind them.

The doors WHOOSH open. Harry and M.J. race into the elevator, but
Peter stops in the doorway, a look of terror on his face. He
shoots a hand to the back of his neck.

                        PETER
            Danger!

                        M.J.
            What?!

                        PETER
            The elevator! Don't go in it!

                        HARRY
            Fine, stay down here and die!

He jabs one of the two silver buttons, the one with a big arrow
pointing up. Peter takes a step back, the doors begin to close.

                        M.J.
            PETER!

But the doors close.

Behind Peter, another bomb EXPLODES, hurling him to the ground. We
drop down to him, and as we do the camera passes through the wall
next to the elevator.

ON THE OTHER SIDE OF THE WALL,

We move in toward an odd-shaped object, located right at the base
of elevator machinery, near the giant wheel that is running the
elevator cables.

It's a bomb. Pumpkin shaped.

We hear a CHUNK and the wheel starts to turn, drawing in the
cable. The elevator box begins to rise.
INT.   GLASS ELEVATOR - DAY

In the ascending elevator, M.J. turns to the window, sees Peter
stranded in the plaza below, amid the smoke of the explosions.

                            M.J.
             PETER!!

EXT.   OSCORP PLAZA - DAY

Peter stands in the plaza, watching as the elevator slowly rises.
Instinctively, his hands dart up to his shirt, pull it open, he
feels underneath for his costume.

But of course, it isn't there. He burned it.

Peter turns, thinks like crazy. In the distance, SIRENS start to
sound, PEOPLE start to emerge from the fog, having heard the
explosions.

Peter looks around frantically. He sees something, his eyes light
up.

Across the street, a sign in the window of a souvenir shop on
Broadway says "HALLOWEEN COSTUMES HALF OFF."

He takes off, across the street, and is nearly hit by a car,
racing toward him.

The car stops, but Peter keeps going. The DRIVER gets out- a MAN
IN A DARK OVERCOAT.

A hand snakes out from underneath the overcoat, SLAMS the car
door. But it isn't a hand, it's a metal tentacle with a claw at
the end.

INT.   SOUVENIR SHOP - DAY

Peter races past a rack of Halloween costumes. There's a clown, a
cowboy, Mr. Potato Head, Wolverine- ah hah! He yanks a Spider-Man
costume off the rack. He tugs at the sleeves, checks out the
crotch.

AT THE REGISTER,

A twenty dollar bill lands on the counter. Peter stands in front
of the CLERK, now in the Spider-man costume.

                         SPIDER-MAN
             Can I wear it home?

INT.   ELEVATOR - DAY

The glass elevator is still rising, up above the city, and up, and
up, toward the roof of the building.

M.J. looks at Harry, who stares back at her.

                            HARRY
             Who is he?
                          M.J.
              What?

                          HARRY
              You're in love with someone else.
              I've got a right to know who it is.

                          M.J.
              Harry, for God's-

                          HARRY
                    (scary Harry)
              WHO IS HE?

He reaches out and pushes the STOP button. The elevator jerks to a
halt, sixty floors above the street.

INT.    ELEVATOR MACHINERY - DAY

Inside the elevator machinery, the big greasy wheel stops turning,
the cable stretches tight. Next to it, the red light on the
pumpkin bomb continues to flash.

EXT.    SIDE OF THE BUILDING - DAY

We're outside the glass elevator, looking in at Harry and M.J.,
who are arguing. From off in the distance, we hear a high-pitched
WHINING that's growing closer.

Harry and M.J. hear it and turn sharply. We follow their gaze.

The fog, thick as cake frosting, suddenly parts, billowing around
the Green Goblin, atop his Glider! He banks, comes to an
impossible stop just outside the elevator.

Harry and M.J. stare in shock and horror. The Goblin CACKLES,
pulls a remote control device from his Goblin bag, and flips up
the cover. A red button flashes on its panel.

                          GREEN GOBLIN
              Goodbye, children! Time to throw
              you from the nest!

He presses the button.

INT.    ELEVATOR MACHINERY - DAY

Inside the elevator machinery the flashing red light on the bomb
goes steady, it BEEPS-

The cable SNAPS, goes whirling and SNAPPING up the shaft like a
wild snake.

INT.    ELEVATOR - DAY

SNAP!

Through the glass wall, Harry and M.J. can see right into the
elevator shaft, where the severed cable races past them,
untethering the elevator.
They SCREAM-

-hang there for a second like Wile E. Coyote-

-and then plummet.

The Goblin SCREECHES with glee.

EXT.   OSCORP BUILDING - DAY

SMACK! Spider-Man swings into frame, splats to a stop on the side
of the OsCorp Building, near the base. He looks up, sees the
elevator falling toward him.

He crawls to the machinery panel atop the elevator works.

SMASH! He dives in through the glass, reaches into the machine
room, grabs hold of the loose cable as it flies by!

He GROANS in pain, wraps both hands around the cable and falls
back to the ground, but still it whizzes through his hands!

The Goblin ROARS down the building, atop his Glider, SCREAMING in
anger.

                           GREEN GOBLIN
               NO!

INT.   ELEVATOR - DAY

Still, the elevator plummets! Harry and M.J. have gone weightless,
they're plastered against the ceiling!

EXT.   OSCORP BUILDING - DAY

Down below, Spider-Man squeezes the cable as hard as he can. Blood
seeps through his gloves. He's in agony!

The Goblin opens his Goblin bag, releasing half a dozen small
black winged objects into the air. They swarm over Spider-Man,
BUZZING and BEEPING horribly.

Spider-Man is forced to take one hand off the cable, to try and
swat them away. He reaches out and snares one, but he immediately
releases it, SHOUTING in pain.

                           GREEN GOBLIN
               Do you like my razor bats?

The razor bats swarm around Spider-Man, slashing his skin and
costume. But he is forced to put both hands back on the cable, to
try and abate the elevator's deadly plunge! He looks up- it's only
a hundred feet above, and still dropping!

                           GREEN GOBLIN (cont'd)
               Would you like to meet the rest?!

He turns the Goblin Bag inside out, releasing another half dozen.
Spider-Man is surrounded, and slowly being cut to ribbons.
Desperate, he leaps up into the sky, through the black swarm that
is slowly killing him.
                         SPIDER-MAN
             Hang on, hang on!!

He squeezes even tighter.

The elevator approaches at breakneck speed!

The Goblin reaches into his bag again, pulls out a pumpkin bomb.
He pulls a hand back, to throw the bomb. The hand starts forward-

-but is stopped in mid-air, grabbed-

-BY THE CLAWED END OF A METAL TENTACLE!

A second claw seizes the Goblin's other hand, a third claw grabs
the pumpkin bomb and hurls it hundreds of feet into the air, a
fourth claw grabs the Goblin around the neck.

Spider-Man looks up, amazed.

DOC OCK (!) throws open his human arms, sending the overcoat
flying off of his shoulders, just as the bomb he hurled EXPLODES
in the sky above, washing him over with brilliant light and
THUNDEROUS NOISE!

Spider-Man grimaces, tightens his grip on the cable one final
time-

INT.   ELEVATOR MACHINERY - DAY

-the greased, spinning wheel slows, slows-

INT.   ELEVATOR - DAY

-and the elevator GROANS to a halt, BUMPING to the ground. Harry
and M.J. tumble to the floor of the elevator, the doors DING open
on OsCorp Plaza revealing-

EXT.   OSCORP BUILDING - DAY

-the ongoing fight, which includes, (1) the Goblin, held aloft by
(2) Doc Ock's tentacles, and (3) Spider-Man, writhing in pain on
the ground, his hands torn to shreds by the elevator cable.

                         DOC OCK
             Thought you'd never see me again,
             didn't you Osborn?!

Harry turns, eyes wide, to look at Doc Ock. Who, me?

Spider-Man turns, eyes wide, and looks at Harry. Who, him?

                         DOC OCK
             I've awaited this moment, Norman!

Harry and Spider-Man both turn, eyes wide, and look at the Goblin.
Who, HIM?!
Using a free tentacle, Doc Ock reaches up and RIPS the helmet from
the Green Goblin's head, revealing Norman Osborn's maniacal face
underneath.

Spider-Man, Harry, and M.J. are, well, you know. Surprised.

Osborn SCREAMS, weirdly, thrashes.

POW! Doc Ock CRACKS Osborn across the face, sending him CRASHING
into an unbroken glass wall. He sags to the ground, weakened.

As Harry and M.J. race out of the elevator, Doc Ock presses in for
the kill. He strides forward quickly, tentacles waving over his
head.

                        DOC OCK (cont'd)
            You stole my work! You stole my
            life! And now I'm going to take
            yours!

He picks up a chunk of debris-

                        DOC OCK (cont'd)
            With my hands!

-a huge potted plant.

                        DOC OCK (cont'd)
            THESE hands! These arms!

-and two enormous chunks of rubble.

                        DOC OCK (cont'd)
            THE ARMS THAT MADE ME A MONSTER!

He raises it all up over his head, to bring it crashing down on
Osborn.

Spider-Man, rolling on the ground, holding his bloodied hands in
pain, watches weakly.

                        HARRY
            Stop him! Please!

Spider-Man turns towards Harry who is beseeching him.

                        GREEN GOBLIN
            I'll kill you!

                        HARRY
            He's my father...

Hey man, Spidey can relate to that. He rolls over, flips his
wrists up, sends out two heavy strands of webbing-

-which THWIP THWIP THWIP around the tentacles, binding them
together.

Doc Ock RAGES, he loses his grip on the chunks of glass and
cement, giving Osborn the split-second he needs to roll out of the
way as the CRASH to the ground around him.
                           DOC OCK
               NOOOO!!

He has one tentacle still free, and he uses it to SMACK Spidey
across the chest. Spider-Man leaps to his feet, fights back. As
Spider-Man and Doc Ock mix it up, Norman Osborn, unnoticed for the
moment, rolls free, picks up his helmet, and slips it back over
his head.

Now the Goblin again, he raises his wrist, punches a button on a
small touch panel there. A short distance away, the Glider
responds to the remote command, spinning around and heading back
for him.

Spider-Man gets hold of the last of Ock's tentacles, webs it up
with the other three. Doc Ock SCREAMS and struggles, but the
webbing holds. That stuff is strong.

As the Glider scoots past the Goblin, he leaps neatly upon it, a
rider jumping onto a runaway horse, and barrels straight toward-

-M.J.!

He scoops her up as he ROARS past, bringing her aboard the Glider.
M.J. SCREAMS.

                           SPIDER-MAN
               M.J.!!!!

The Goblin twitches his head, the Glider spins neatly and
accelerates, out into the empty sky.

Spider-Man doesn't hesitate, he shoots a web out at the departing
Glider. It strikes the underside of the Glider, spins out for a
moment, the line stretches taut-

-and Spider-Man is jerked off the ground.

OVER THE CITY,

The Goblin shouts down at Spider-Man as he dangles from the web.

                           GREEN GOBLIN
               LET'S SEE HOW THIS SPIDER FLIES!

EXT.     OSCORP BUILDING - DAY

RIP! Doc Ock finally tears the webbing which binds his tentacles
together, freeing himself.

EXT.     MID-AIR - DAY

The Goblin pilots the Glider straight up into the air, through the
thick fog.

On board the Glider, M.J., thrashing, manages to get her hands
around the Goblin's throat. He CHOKES, flexes his hand, and a
needle pops out from a secret pad in his palm. He reaches back and
CLAMPS his palm around her neck, piercing her skin with the
needle.
M.J. SHRIEKS, her body goes limp. She starts to fall off the
Glider, but he grabs her by one hand, heaves her back aboard.

                           GREEN GOBLIN
               Don't play your death scene yet,
               my little actress! Let's stop
               somewhere you'll have an
               audience!

Below, Spider-Man is crawling up the web strand toward them. The
Goblin sees him. He pulls out a boomerang and SLICES right through
the web strand.

IN MID-AIR,

Spider-Man falls, falls, tumbles through the sky over Manhattan,
the ground racing up at him, fast and inevitable.

He stretches out his arms, shoots out webs, one after the other,
trying to catch them on anything. Finally-

SPLAT!

A web THWIP-THWIP sticks to the skeleton of an under-construction
skyscraper.

-it tightens, changes the angle of his fall, turns it into a
swing, he soars through space, flips over twice-

EXT.     SKYSCRAPER SKELETON - DAY

-and lands on the top girder of the skyscraper, poised on an I-
beam between two CONSTRUCTION WORKERS.

The Workers freeze, staring at him. Spidey says nothing, just
studies the horizon. A few blocks away, over the East River, he
sees a swirl of helicopters, clustering around something.

Spidey shoots a web in that direction and leaps out, into space,
leaving the Construction Workers behind, still standing on the
beam.

They turn, look at each other,

-and break into SCREAMS of excitement.

                           CONSTRUCTION WORKERS
               ALL RIIIIIGHT!!!

EXT.     MIDTOWN STREET - DAY

Harry Osborn and Doc Ock are racing down the street near the
OsCorp Building. Broadway is choked with PEOPLE now, most of them
running in one direction, toward the river.

Harry takes off, into the crowd. Doc Ock stops, looks up into the
sky in the distance where everyone is pointing. He sees the police
swarming in that direction, SIRENS blaring and helicopters
WHIRRING toward the scene.
                          DOC OCK
              No! Don't arrest him!

He points all four tentacles down, straight toward the pavement.
They stiffen, elongate, become stilts that lift his body up, high
above the crowd.

                             DOC OCK (cont'd)
              LET HIM DIE!

He turns around and moves on his tentacle/stilts, scurrying like a
crab above the GAWKING crowd, giving them something new to scream
about.

His SHOUTS can be heard over them.

                          DOC OCK (cont'd)
              I MUST HAVE MY REVENGE!!!

He lurches away down Broadway, headed toward-

                                                CUT TO:

EXT.   BROOKLYN BRIDGE - DAY

-the Brooklyn Bridge, the six thousand foot suspension bridge that
links Manhattan to Brooklyn. Its twin towers stand both feet
buried in the East River, miles of suspension cables shining like
prison bars in the morning sunlight that's breaking through the
fog.

It's rush hour now and the bridge is busy- extremely busy. In
fact, cars are stopped, SIRENS are WAILING, half a dozen news and
police helicopters are circling over the Manhattan tower-

ATOP THE MANHATTAN TOWER

-where the Goblin stands defiant, SCREAMING A HORRIBLE LAUGH up to
the heavens. M.J. is at his feet, conscious but drugged, unable to
stand.

The police helicopters bark orders at them, but with the sirens,
the horns, the ROARING prop wash, the HOWLING wind- it's all a
deafening chaos.

DOWN BELOW,

Spider-Man swings into view and lands, hands and feet clinging to
the vertical high tension wires.

THWIP! He shoots out a web, it sticks to one of the dramatic
upsweep cables that leads to the top of the Manhattan tower.
Spider-Man swings out and down, landing on the cable, still
silent. He begins to crawl up its thirty degree angle, climbing
fast, inhuman- spider-like.

He scampers up the wires, going so fast and so surely, moving as
we've never seen him move before, a spider nimbly plucking its way
across its web towards its prey.
The helicopters swoop toward him, but the news cameras go batshit,
this is the best and longest look at Spider-Man anyone's ever had-
life will never be the same after this.

ATOP THE MANHATTAN TOWER,

The Goblin sees Spider-Man's inexorable approach. He watches,
hands on his hips.

                        GREEN GOBLIN
            WHY LOOK! IT'S YOUR BOYFRIEND,
            COMING TO DIE WITH YOU!

M.J. crawls to the edge and looks down.

THROUGH HER EYES,

We see Spider-Man coming up the cables, but the image is blurry,
distorted, how she must feel.

ON THE CABLES,

Spider-Man is nearing the top when he sees something rolling
straight at him. It bumps up against his hand, stops.

It's a pumpkin bomb.

He reaches for it, but too late, it DETONATES, releasing a cloudy
vapor. He backs away and keeps crawling.

ATOP THE MANHATTAN TOWER,

Spider-Man swings himself up, into the air, right over M.J., and
lands between her and the Goblin.

                        GREEN GOBLIN
            HAPPY TO SEE YOU!

Spider-Man looks at him, blinks, touches his eyes.

THROUGH SPIDER-MAN'S EYES

We see not one, but nearly a dozen Green Goblins, all around us.

                        GREEN GOBLIN
            HOW ABOUT SEEING ME?!

ATOP THE MANHATTAN TOWER

Spidey lunges, but at the wrong Goblin. The real Goblin counters
with a blow that sends Spider-Man falling to his knees.

ZIP! The Goblin flexes his hand, makes the needle point pop out of
his palm again.

                        M.J.
            Watch out! Don't let him-

Too late. The Goblin SLAPS his hand down on Spider-Man's thigh and
the needle point does its work.
The Goblin yanks it out, grinning in delight.

Above, the helicopters descend even closer, the POLICEMEN aboard
SCREAMING their threats and warnings ever louder.

DOWN ON THE BRIDGE,

A taxi SCREECHES to a halt in the middle of the dense traffic,
Harry Osborn leaps out. He looks up, sees the battle raging
overhead.

The crowd SCREAMS near the entrance to the bridge. Harry whirls-

-and sees DOC OCK coming toward him on his tentacle legs.

ON A CABLE,

A claw grabs hold of a high tension cable, WHIRS shut with a
mechanical hum. A second claw grabs hold of the cable, closes
around it. Now, locked onto the cable with those two claws, Doc
Ock starts to pull himself up, using the other two claws, arm over
arm, toward the top of the Manhattan Tower.

He looks kind of like a caterpillar swimming, if you can picture
that. It's cool. Really. (And none too cheap.)

ATOP THE MANHATTAN TOWER,

The Goblin is in control. Cackling madly, he upends his Goblin
Bag, dumping dozens of pumpkin bombs on top of the tower. He runs
from one to the other, pulling the tops off.

M.J. grabs hold of one of the pumpkin bombs. She's about to throw
it over the edge when she gets another idea. She drags herself
toward the Goblin Glider ahead.

Behind her, Spider-Man pulls himself to his feet, falls, no
balance whatsoever. He shrugs, rubs his eyes, trying desperately
to clear himself.

M.J. sticks the pumpkin bomb to the turbine engine-

-the first bombs begin to FLASH-BANG-

-the Goblin leaps aboard his Glider, hits the acceleration-

-and the turbine engine EXPLODES in a blaze of white, throwing the
Goblin off it.

Spider-Man, still on his knees, grabs the Goblin, who is stunned
by the blast, just as Doc Ock arrives atop the Manhattan tower of
the bridge.

                          DOC OCK
              KILL HIM! KILL HIM!

Spidey, obliging, grabs the Goblin by one arm and one leg and
hurls him far out into the air.

                          DOC OCK (cont'd)
              DIE, OSBORN, DIE, DIE!!!
But   Spidey, in case you don't know, kills no man, and certainly
not   the father of his best friend. While the Goblin sails through
the   air, Spidey raises both wrists and shoots out heavy webs in
the   same direction.

ON THE CABLES,

The Green Goblin hits the bridge's vertical high tension cables
and is webbed into place right there, a fly trapped in the center
of a perfect symmetric spider web. He SCREAMS in frustration,
alive and kicking, but prisoner.

ATOP THE MANHATTAN TOWER,

Doc Ock is outraged.

                          DOC OCK
              NOOO!!!

The rest of the pumpkin bombs explode. Ock is knocked to his
knees, Spidey is shaken.

-and M.J. is knocked right off the tower!

                          SPIDER-MAN
              M.J.!!

He lunges to the edge of the tower, dangling himself, and shoots
out his web at M.J., falling to certain death.

IN MID-AIR

The web catches M.J. by the ankle, she GROANS as it stops her
fall, but-

ATOP THE MANHATTAN TOWER,

-Spider-Man is slipping, pulled toward the edge by her weight,
nothing for him to hold on to. Just before he goes over he looks
up, but there is no help there, just those helicopters overhead,
he's almost over the edge now, those helicopters, those
helicopters, he rolls onto his back-

-he slips over the edge, he falls-

IN MID-AIR,

-M.J. SCREAMS as she plunges toward the water-

-Spider-Man shoots out a web, as-

-the water rockets up toward them-

-the web SMACKS into the undercarriage of the helicopter-

IN THE HELICOPTER,

The PILOT jerks as the added weight pulls him down.

                          CO-PILOT
              PULL UP, PULL UP, PULL UP!!!

The Pilot yanks back on the stick-

IN MID-AIR,

-and M.J. and Spider-Man are jerked upwards as the helicopter
pulls up, up and away from the bridge, bringing them with it as
they dangle from the undercarriage by the strength of his webbing.

Using the last of his strength, Spider-Man pulls M.J. up to his
level and holds her, only one arm wrapped around her, the other
holding onto the web.

They soar over the water which sparkles like diamonds now, the
morning sunlight has blasted away the last traces of the fog.

M.J. looks into Spider-Man's eyes. She reaches up and raises the
bottom of his mask, revealing only his lips.

                             M.J.
              Kiss me now.

Don't have to tell him twice. Their mouths fall together and
devour one another.

ATOP THE MANHATTAN TOWER,

Doc Ock stands alone on the bridge tower, watching as POLICEMEN
climb the high tension cables, approaching the Green Goblin, to
take him into custody.

                          DOC OCK
              He's alive! You fool, you left him
              alive! Spider-Man!

Doctor Octopus strikes a pose of operatic anguish- head thrown
back, tentacles waving, SNAPPING in the air around him. He SCREAMS
to the heavens.

                             DOC OCK (cont'd)
              SPIDER-MAN!

DOWN ON THE BRIDGE,

Harry Osborn staggers to the railing of the bridge. Looking out
over the river, he sees Spider-Man, dangling from the helicopter
as it soars off, locked in a passionate kiss with the woman Harry
loves.

Rage is born. Permanent, murderous rage. Harry Osborn strikes a
pose of operatic anguish- head thrown back, fists shaking at the
heavens and SCREAMS:

                          HARRY
              SPIIIIIIDERRRMAAAAAANNNN!!!!

IN MID-AIR,

M.J. and Spider-Man spin and pull out of the kiss. She opens her
eyes-
-and he's gone, swinging away into the canyon of skyscrapers. She
must be really, desperately in love:

                         M.J.
             ....SPIDER-MAN....

                                                  DISSOLVE TO:

EXT.   COURTHOUSE - DAY

Letters are etched in stone:

             NEW YORK STATE SUPREME COURT

Harry Osborn, dressed in a suit, walks slowly down the front steps
of the courthouse downtown, flanked by LAWYERS. It's a grim day.
He nods, the Lawyers offer supportive pats on the back, we catch a
few stray words of hope- "parole," "thirty years," "visitation,"
that sort of thing, but they're more than outweighed by the term
"life in prison," which we also pick up.

Peter, also dressed in a suit, draws close, takes a deep breath.
Here goes a tough moment. Harry sees him, holds out a hand to
shake. Good thing it's still winter, Peter can wear gloves to
cover his hands, which were cut to ribbons by the speeding
elevator cable.

                         HARRY
             Thanks for everything, Peter.

Harry takes Peter's hand, shakes it hard. Peter wants to cry out,
but manages to just wince.

                         HARRY (cont'd)
             Hardly... Guess I can't blame you.

Peter throws his arms around him and they hold on tight.

                         HARRY (cont'd)
             I don't have a father any more.
             Now it feels like I never did.

                         PETER
             I'm so sorry.

                         HARRY
             Me too, Buddy. Me too.

                         PETER
             We're sort of orphans, aren't we?
             What do we have left?

                          HARRY
             Not much.

Harry pulls away and looks Peter in the eye.

                         HARRY (cont'd)
             Just a best friend.
He embraces Peter again. Peter closes his eyes. You want irony? We
got irony here. After a moment, Harry is pulled away, drawn into
another embrace by some RELATIVES.

Peter turns-

-and is face to face with M.J. She looks at him, doesn't know what
to say. Neither does he. She embraces him.

                           M.J.
               Us too? Friends again?

Over her shoulder, Peter's eyes are filled with emotion, he's torn
in half.

A VOICE comes over. Spider-Man's voice:

                           SPIDER-MAN (V.O.)
               Tell her. Tell her.

Peter and M.J. hold their place. Very slowly, the image begins to
dissolve, a blur of emotion coming over their faces.

                           SPIDER-MAN (V.O.) (cont'd)
               How easy it would be... just open
               my mouth and say the three words
               that would make me love me, love
               me, Peter Parker, the skinny kid
               next door who's always loved her.
               And always will. Tell her.

The blur of motion becomes wider, we recognize it as the
skyscrapers of Manhattan whizzing by us-

                                                   DISSOLVE TO:

EXT.   OVER THE CITY

-we swing through the sky, first-person Spidey-cam again, rushing
past the buildings in great, graceful arcs.

                           SPIDER-MAN
               But I can't. I will never forget
               these words: "With great power
               comes great responsibility."

Our gloved hand rises up into frame, shoots out a web, we swing
off in another direction. It's exhilarating, dizzying, we see only
the buildings racing by, but not ourselves.

                           SPIDER-MAN (V.O.) (cont'd)
               Because I love her, she will never,
               ever know.

Up ahead, an enormous mirrored building looms up in front of us,
maybe it's the one Saul Bass used in the opening of "North By
Northwest."

                           SPIDER-MAN (V.O.) (cont'd)
               This is my gift.
We're approaching the building fast, fast, we see ourselves now,
our reflection, growing bigger, bigger, bigger, huge.

                        SPIDER-MAN (V.O.) (cont'd)
            This is my curse.

We SPLAT up against the side of the mirrored building, and finally
see ourselves as a figure, blood red and midnight blue just
hanging there in the camera lens.

                        SPIDER-MAN (V.O.) (cont'd)
            I am Spider-Man.

                                                CUT TO BLACK.

								
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